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Annual Financial Report 2017

27 Apr 2018 18:00

RNS Number : 4411M
Rosneft Oil Company
27 April 2018
 

Consolidated financial statements

Rosneft Oil Company

for the year ended December 31, 2017

 

with independent auditor's report

 

Contents

Page

Independent auditor's report

3

Consolidated balance sheet

8

Consolidated statement of profit or loss

9

Consolidated statement of other comprehensive income

10

Consolidated statement of changes in shareholders' equity

11

Consolidated statement of cash flows

12

Notes to the consolidated financial statements

1. General

2. Basis of preparation

3. Significant accounting policies

4. Significant accounting judgments, estimates and assumptions

5. New and amended standards and interpretations issued but not yet effective

6. Capital and financial risk management

7. Acquisitions of subsidiaries and shares in joint operations

8. Segment information

9. Taxes other than income tax

10. Export customs duty

11. Finance income

12. Finance expenses

13. Other income and expenses

14. Personnel expenses

15. Operating leases

16. Income tax

17. Non-controlling interests

18. Earnings per share

19. Cash and cash equivalents

20. Other short-term financial assets

21. Accounts receivable

22. Inventories

23. Prepayments and other current assets

24. Property, plant and equipment and construction in progress

25. Intangible assets and goodwill

26. Other long-term financial assets

27. Investments in associates and joint ventures

28. Other non-current non-financial assets

29. Accounts payable and accrued liabilities

30. Loans and borrowings and other financial liabilities

31. Other short-term tax liabilities

32. Provisions

33. Prepayment on long-term oil and petroleum products supply agreements

34. Other non-current liabilities

35. Pension benefit obligations

36. Shareholders' equity

37. Fair value of financial instruments

38. Related party transactions

39. Key subsidiaries

40. Contingencies

41. Supplementary oil and gas disclosure (unaudited)

 

Independent auditor's report

 

 

To the Shareholders and Board of Directorsof Rosneft Oil Company

 

Opinion

 

We have audited the consolidated financial statements of Public Joint Stock Company Rosneft Oil Company and its subsidiaries (hereinafter collectively referred to as the "Company"), which comprise the consolidated balance sheet as at December 31, 2017, and the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in shareholder's equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

 

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2017, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

 

Basis for opinion

 

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in the Russian Federation, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Key audit matters

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

 

 

We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements.

 

Key audit matter

How our audit addressed the key audit matter

Impairment of non-current assets

We considered this matter to be one of most significance in our audit due to the materiality of the balances of non-current assets to the financial statements, the high level of subjectivity in assumptions underlying the impairment analysis and the significant judgements and estimates made by management. In addition, the combination of the volatility in oil prices and the Russian ruble exchange rate, as well as change in inflation and cost of debt in recent years, points to the instability of the economic conditions that could thus result in an impairment of the Company's assets.

Significant assumptions included discount rates, forecast prices of oil and petroleum products and production forecasts. Significant judgements and estimates included future capital expenditure and oil and gas reserves available for development and production.

Information on non-current assets and the impairment test performed is disclosed in Note 25 to the consolidated financial statement.

We involved our business valuation specialists in the analysis of management's testing of impairment and calculation of recoverable amounts. We compared oil and petroleum products prices used in the calculation of recoverable amounts to available market forecasts. We compared the discount rate and long-term growth rate to general market indicators and other available evidence.

We tested the mathematical accuracy of the impairment models, sensitivity analysis and consistency of use of models (formulas and calculations) with prior periods.

Estimation of oil and gas reserves and resources

We considered this matter to be one of most significance in our audit due to the fact that the estimate of hydrocarbon reserves and resources has a significant impact on the impairment test, depreciation, depletion and amortization and decommissioning provisions.

Information on the estimation of oil and gas reserves and resources is disclosed in Note 4 to the consolidated financial statements as part of significant accounting estimates.

We performed procedures to assess competence, capabilities and objectivity of the external expert engaged by the Company to estimate volumes of oil and gas reserves and resources. We assessed the assumptions used by the external expert and compared the assumptions to the macroeconomic indicators, hydrocarbon production, operating costs, capital expenditures forecasts and other performance indicators, approved by the Company's management. We compared the estimates of reserves and resources to the estimates included in the consideration of impairment, depreciation, depletion and amortization and decommissioning provisions.

 

 

Other matter

 

The information accompanying the consolidated financial statements which has been disclosed as Supplementary oil and gas disclosure on page 87 is presented for purposes of additional analysis and is not within the scope of IFRS. Such information has not been subjected to the auditing procedures applied in our audit of the consolidated financial statements and, accordingly, we do not express an opinion on it.

 

Other information included in the Management's discussion and analysis of financial condition and results of operations and Annual report

 

Other information comprises the Management's discussion and analysis of financial condition and results of operations for 2017 (but does not include the consolidated financial statements and our auditor's report thereon), which we obtained prior to the date of this auditor's report, and the 2017 Annual report, which is expected to be made available to us after that date. Management is responsible for the other information.

 

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

 

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of the auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of management and the Audit Committee of the Board of Directors for the consolidated financial statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, 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.

 

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

The Audit Committee of the Board of Directors are responsible for overseeing the Company's financial reporting process.

 

 

Auditor's responsibilities for the audit of the consolidated financial statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

 

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit 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 Company's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

We communicate with the Audit Committee of the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide the Audit Committee of the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

From the matters communicated with the Audit Committee of the Board of Directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

The partner in charge of the audit resulting in this independent auditor's report is Konstantin I. Petrov.

 

 

 

 

 

 

 

D.E. Lobachev

Partner, General director

Ernst & Young LLC

 

March 19, 2018

 

 

 

 

 

 

 

 

Details of the audited entity

 

Name: Rosneft Oil Company

Record made in the State Register of Legal Entities on August 12, 2002, State Registration Number 1027700043502.

Address: Russia 115035, Moscow, Sofiyskaya embankment, 26/1.

 

Details of the auditor

 

Name: Ernst & Young LLC

Record made in the State Register of Legal Entities on December 5, 2002, State Registration Number 1027739707203.

Address: Russia 115035, Moscow, Sadovnicheskaya naberezhnaya, 77, building 1.

Ernst & Young LLC is a member of Self-regulated organization of auditors "Russian Union of auditors" (Association) ("SRO RUA"). Ernst & Young LLC is included in the control copy of the register of auditors and audit organizations, main registration number 11603050648

Consolidated Balance Sheet

 

(in billions of Russian rubles)

 

 

As of December 31,

Notes

2017

2016

(restated)

ASSETS

Current assets

Cash and cash equivalents

19

322

790

Restricted cash

19

13

2

Other short-term financial assets

20

336

446

Accounts receivable

21

843

486

Inventories

22

324

283

Prepayments and other current assets

23

454

293

Total current assets

2,292

2,300

Non-current assets

Property, plant and equipment

24

7,923

7,151

Intangible assets

25

71

59

Other long-term financial assets

26

606

808

Investments in associates and joint ventures

27

638

411

Bank loans granted

121

26

Deferred tax assets

16

26

22

Goodwill

25

265

256

Other non-current non-financial assets

28

285

84

Total non-current assets

9,935

8,817

Total assets

12,227

11,117

LIABILITIES AND EQUITY

Current liabilities

Accounts payable and accrued liabilities

29

971

676

Loans and borrowings and other financial liabilities

30

2,229

1,578

Income tax liabilities

39

6

Other tax liabilities

31

278

222

Provisions

32

29

29

Prepayment on long-term oil and petroleum products supply agreements

33

264

255

Other current liabilities

26

7

Total current liabilities

3,836

2,773

Non-current liabilities

Loans and borrowings and other financial liabilities

30

1,783

1,914

Deferred tax liabilities

16

813

813

Provisions

32

245

203

Prepayment on long-term oil and petroleum products supply agreements

33

1,322

1,586

Other non-current liabilities

34

45

46

Total non-current liabilities

4,208

4,562

Equity

Share capital

36

1

1

Additional paid-in capital

36

627

603

Other funds and reserves

(322)

(497)

Retained earnings

3,313

3,195

Rosneft shareholders' equity

3,619

3,302

Non-controlling interests

17

564

480

Total equity

4,183

3,782

Total liabilities and equity

12,227

11,117

 

 

 

 

 

Chief Executive Officer ___________________________ I.I. Sechin March 19, 2018

Consolidated Statement of Profit or Loss

 

(in billions of Russian rubles, except earnings per share data, and share amounts)

 

 

For the years ended December 31,

Notes

2017

2016

(restated)

Revenues and equity share in profits of associates and joint ventures

Oil, gas, petroleum products and petrochemicals sales

8

5,877

4,887

Support services and other revenues

77

75

Equity share in profits of associates and joint ventures

27

60

26

Total revenues and equity share in profits ofassociates and joint ventures

6,014

4,988

Costs and expenses

Production and operating expenses

607

559

Cost of purchased oil, gas, petroleum products and refining costs

837

614

General and administrative expenses

172

129

Pipeline tariffs and transportation costs

596

575

Exploration expenses

15

14

Depreciation, depletion and amortization

24, 25

586

489

Taxes other than income tax

9

1,919

1,296

Export customs duty

10

658

657

Total costs and expenses

5,390

4,333

Operating income

624

655

Finance income

11

107

91

Finance expenses

12

(225)

(193)

Other income

13

109

49

Other expenses

13

(77)

(79)

Foreign exchange differences

3

(70)

Cash flow hedges reclassified to profit or loss

6

(146)

(147)

Income before income tax

395

306

Income tax expense

16

(98)

(114)

Net income

297

192

Net income attributable to:

- Rosneft shareholders

222

174

- non-controlling interests

17

75

18

Net income attributable to Rosneft per common share (in RUB) - basic and diluted

18

20.95

16.42

Weighted average number of shares outstanding (millions)

10,598

10,598

 

 

Consolidated Statement of Other Comprehensive Income

 

(in billions of Russian rubles)

 

 

For the years ended December 31,

Notes

2017

2016

(restated)

Net income

297

192

Other comprehensive income - to be reclassified toprofit or loss in subsequent periods

Foreign exchange differences on translation of foreign operations

51

143

Foreign exchange cash flow hedges

6

145

155

Income from changes in fair value of financial assetsavailable-for-sale

10

5

Income tax related to other comprehensive income -to be reclassified to profit or loss in subsequent periods

6, 17

(31)

(32)

Total other comprehensive income - to be reclassified toprofit or loss in subsequent periods, net of tax

175

271

Total comprehensive income, net of tax

472

463

Total comprehensive income, net of tax, attributable to:

- Rosneft shareholders

397

445

- non-controlling interests

75

18

 

 

Consolidated Statement of Changes in Shareholders' Equity

 

(in billions of Russian rubles, except share amounts)

 

 

Numberof shares

(millions)

Share

capital

Additional paid-in capital

Other

funds andreserves

Retained earnings

Total share-holders' equity

Non-controlling interests

Total

equity

Balance at January 1,2016

10,598

1

507

(768)

3,146

2,886

43

2,929

Net income

-

-

-

-

174

174

18

192

Other comprehensive loss

-

-

-

271

-

271

-

271

Total comprehensive (loss)/income

-

-

-

271

174

445

18

463

Change of non-controlling interest in subsidiaries (Note 17)

-

-

96

-

-

96

180

276

Acquisition of subsidiaries (Note 7)

-

-

-

-

-

-

234

234

Disposal of subsidiaries

-

-

-

-

-

-

(2)

(2)

Dividends declared on common stock (Note 36)

-

-

-

-

(125)

(125)

-

(125)

Other movements

-

-

-

-

-

-

7

7

Balance at December 31, 2016 (restated)

10,598

1

603

(497)

3,195

3,302

480

3,782

Net income

-

-

-

-

222

222

75

297

Other comprehensive income

-

-

-

175

-

175

-

175

Total comprehensive income

-

-

-

175

222

397

75

472

Change of non-controlling interest in subsidiaries (Note 17)

-

-

24

-

-

24

44

68

Disposal of subsidiaries

-

-

-

-

-

-

(1)

(1)

Dividends declared on common stock (Note 36)

-

-

-

-

(104)

(104)

(43)

(147)

Other movements

-

-

-

-

-

-

9

9

Balance at December 31, 2017

10,598

1

627

(322)

3,313

3,619

564

4,183

 

 

Consolidated Statement of Cash Flows

 

(in billions of Russian rubles)

 

 

For the years ended December 31,

Notes

2017

2016

(restated)

Operating activities

Net income

297

192

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation, depletion and amortization

24, 25

586

489

Loss on disposal of non-current assets

13

13

16

Dry hole costs

3

5

Foreign exchange gain on non-operating activities

(24)

(16)

Cash flow hedges reclassified to profit or loss

6

146

147

Offset of prepayments received on oil and petroleum products supply agreements

33

(255)

(122)

Offset of other financial liabilities

(105)

(41)

Equity share in profits of associates and joint ventures

27

(60)

(26)

Non-cash income from disposal of subsidiaries and shares in joint operations

13

-

(29)

Gain on out-of-court settlement

13

(100)

-

Loss from disposal of subsidiaries and non-production assets

13

3

2

Changes in bad debt provision

16

-

Loss from changes in estimates, impairment and receivables write-off

25

25

Finance expenses

12

225

193

Finance income

11

(107)

(91)

Income tax expense

16

98

114

Changes in operating assets and liabilities

Increase in accounts receivable, gross

(184)

(27)

Increase in inventories

(41)

(29)

Increase in restricted cash

(10)

-

(Increase)/decrease in prepayments and other current assets

(27)

10

Increase in long-term prepayments made on oil and petroleum products supply agreements

28

(207)

(95)

Increase/(decrease) in accounts payable and accrued liabilities

24

(58)

Increase in other tax liabilities

56

57

Decrease in current provisions

-

(1)

Decrease in other current liabilities

-

(3)

Increase in other non-current liabilities

-

1

Interest paid on long-term prepayment received on oil and petroleum products supply agreements

(10)

(15)

Net increase in operating assets of subsidiary banks

(144)

(39)

Net increase in operating liabilities of subsidiary banks

170

32

Proceeds from sale of trading securities

20

3

4

Net cash provided by operating activities before income tax and interest

391

695

Income tax payments

(112)

(85)

Interest received

37

58

Dividends received

21

11

Net cash provided by operating activities

337

679

 

 

Consolidated Statement of Cash Flows (continued)

 

(in billions of Russian rubles)

 

 

 

For the years ended December 31,

 

Notes

2017

2016

(restated)

 

Investing activities

 

Capital expenditures

(922)

(709)

 

Acquisition of licenses and auction fee payments

(34)

(11)

 

Acquisition of short-term financial assets

(103)

(178)

 

Proceeds from sale of short-term financial assets

258

689

 

Acquisition of long-term financial assets

26

(58)

(403)

 

Proceeds from sale of long-term financial assets

127

19

 

Financing of joint ventures

(2)

(24)

 

Acquisition of interest in associates and joint ventures

27

(219)

(65)

 

Acquisition of interest in subsidiary, net of cash acquired, and joint arrangements

7

(215)

(292)

 

Proceeds from sale of subsidiary, net of cash acquired

-

(5)

 

Proceeds from sale of property, plant and equipment

5

8

 

Placements under reverse REPO agreements

(1)

(4)

 

Receipts under reverse REPO agreements

2

2

 

Net cash used in investing activities

(1,162)

(973)

 

 

Financing activities

 

Proceeds from short-term loans and borrowings

30

1,431

1,155

 

Repayment of short-term loans and borrowings

(787)

(661)

 

Proceeds from long-term loans and borrowings

30

508

1,125

 

Repayment of long-term loans and borrowings

(806)

(1,048)

Proceeds from other financial liabilities

336

49

 

Repayment of other financial liabilities

(22)

(14)

 

 

Interest paid

(219)

(143)

 

Proceeds from sale of non-controlling share in subsidiary

17

73

300

 

Other financing

9

8

 

Payment of dividends on common stock

36

(104)

(125)

 

Dividends paid to minority

(38)

(1)

 

Net cash provided by financing activities

381

645

 

Net (decrease)/increase in cash and cash equivalents

(444)

351

 

Cash and cash equivalents at the beginning of the year

19

790

559

 

Effect of foreign exchange on cash and cash equivalents

(24)

(120)

 

Cash and cash equivalents at the end of the year

19

322

790

1. General

 

Public Joint Stock Company ("PJSC") Rosneft Oil Company ("Rosneft") and its subsidiaries (collectively, the "Company") are principally engaged in exploration, development, production and sale of crude oil and gas and refining, transportation and sale of petroleum products in the Russian Federation and in certain international markets.

 

Rosneft State Enterprise was incorporated as an open joint stock company on December 7, 1995. All assets and liabilities previously managed by Rosneft State Enterprise were transferred to the Company at their book value effective on that date together with ownership rights to other privatized oil and gas companies belonging to the Government of the Russian Federation (the "State"). The transfer of assets and liabilities was made in accordance with Russian Government Resolution No. 971 dated September 29, 1995, On the Transformation of Rosneft State Enterprise into Open Joint Stock Company "Oil Company Rosneft". These transfers involved the reorganization of assets under the common control of the State and, accordingly, were accounted for at their book value. In 2005, the State contributed the shares of Rosneft to the share capital of JSC ROSNEFTEGAS. As of December 31, 2005, 100% of the shares of Rosneft less one share were owned by JSC ROSNEFTEGAS and one share was owned by the Russian Federation Federal Agency for the Management of Federal Property. Subsequently, JSC ROSNEFTEGAS's ownership interest decreased through the additional issue of shares during Rosneft's Initial Public Offering ("IPO") in Russia, an issue of Global Depository Receipts ("GDR") for shares on the London Stock Exchange and the share swap completed during the merger of Rosneft and certain subsidiaries in 2006. In March 2013 in the course of the acquisition of TNK-BP Limited and TNK Industrial Holdings Limited, its subsidiary (collectively with their subsidiaries, "TNK-BP"), JSC ROSNEFTEGAS sold 5.66% of Rosneft shares to BP plc. ("BP"). In December 2016 JSC ROSNEFTEGAS signed an agreement to sell 19.5% of Rosneft shares to a consortium of foreign investors. As of December 31, 2017 JSC ROSNEFTEGAS's ownership interest in Rosneft amounted to 50% plus one share.

 

Under Russian legislation, natural resources, including oil, gas, precious metals and minerals and other commercial minerals situated in the territory of the Russian Federation, are the property of the State until they are extracted. Law of the Russian Federation No. 2395-1, On Subsurface Resources, regulates relations arising in connection with the geological study, use and protection of subsurface resources in the territory of the Russian Federation. Pursuant to the law, subsurface resources may be developed only on the basis of a license. A license is issued by the regional governmental body and contains information on the site to be developed and the period of activity, as well as financial and other conditions. The Company holds licenses issued by competent authorities for the geological study, exploration and development of oil and gas blocks, fields, and shelf in areas where its subsidiaries are located.

 

The Company is subject to export quotas set by the Russian Federation State Pipeline Commission to allow equal access to the limited capacity of the oil pipeline system owned and operated by PJSC AK Transneft. The Company exports certain quantities of crude oil through bypassing the PJSC AK Transneft system thus achieving higher export capacity. The remaining production is processed at the Company's and third parties' refineries for further sale on domestic and international markets.

 

 

2. Basis of preparation

 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, including all International Financial Reporting Standards ("IFRS") and Interpretations issued by the International Accounting Standards Board ("IASB") and effective in the reporting period, and are fully compliant therewith.

 

These consolidated financial statements have been prepared on a historical cost basis, except certain financial assets and liabilities measured at fair value (Note 37).

 

Rosneft and its subsidiaries maintain their books and records in accordance with statutory accounting and taxation principles and practices applicable in respective jurisdictions. These consolidated financial statements were derived from the Company's statutory books and records.

 

The Company's consolidated financial statements are presented in billions of Russian rubles ("RUB"), unless otherwise indicated.

 

The consolidated financial statements were approved and authorized for issue by the Chief Executive Officer of the Company on March 19, 2018.

 

Subsequent events have been evaluated through March 19, 2018, the date these consolidated financial statements were issued.

 

 

3. Significant accounting policies

 

The accompanying consolidated financial statements differ from the financial statements issued for statutory purposes in that they reflect certain adjustments, not recorded in the Company's statutory books, which are appropriate for presenting the financial position, results of operations and cash flows in accordance with IFRS. The principal adjustments relate to: (1) recognition of certain expenses; (2) valuation and depreciation of property, plant and equipment; (3) deferred income taxes; (4) valuation allowances for unrecoverable assets; (5) accounting for the time value of money; (6) accounting for investments in oil and gas property and conveyances; (7) consolidation principles; (8) recognition and disclosure of guarantees, contingencies, commitments and certain assets and liabilities; (9) business combinations and goodwill; (10) accounting for derivative instruments; (11) purchase price allocation to the identifiable assets acquired and the liabilities assumed.

 

The consolidated financial statements include the accounts of majority-owned, controlled subsidiaries and special-purpose entities where the Company holds a beneficial interest. All significant intercompany transactions and balances have been eliminated. The equity method is used to account for investments in associates in which the Company has the ability to exert significant influence over the associates' operating and financial policies. Investments in entities where the Company holds the majority of shares, but does not exercise control, are also accounted for using the equity method. Investments in other companies are accounted for at fair value or cost adjusted for impairment, if any.

 

Business combinations, goodwill and other intangible assets

 

Acquisitions by the Company of controlling interests in third parties (or interest in their charter capital) are accounted for using the acquisition method.

 

The date of acquisition is the date when effective control over the acquiree passes to the Company.

 

 

3. Significant accounting policies (continued)

 

Business combinations, goodwill and other intangible assets (continued)

 

The cost of an acquisition is measured as an aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. For each business combination, the Company elects whether it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses.

 

Any contingent consideration to be transferred by the acquirer is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or a liability should be recognized within profit or loss for the period if they do not represent measurement-period adjustments. If the contingent consideration is classified as equity, it should not be re-measured.

 

Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests over the fair value of net identifiable assets acquired and liabilities assumed. If the aggregate of the consideration transferred and the amount of non-controlling interest is lower than the fair value of the net assets of the subsidiary acquired and liabilities assumed, the difference is recognized in profit or loss for the period.

 

Associates

 

Investments in associates are accounted for using the equity method unless they are classified as non-current assets held for sale. Under this method, the carrying value of investments in associates is initially recognized at the acquisition cost.

 

The carrying value of investments in associates is increased or decreased by the Company's reported share in the profit or loss and other comprehensive income of the investee after the acquisition date. The Company's share in the profit or loss and other comprehensive income of an associate is recognized in the Company's consolidated statement of profit or loss or in the consolidated statement of other comprehensive income, respectively. Dividends paid by the associate are accounted for as a reduction of the carrying value of investments.

 

The Company's net investments in associates include the carrying value of the investments in these associates as well as other long-term investments that are, in substance, investments in associates, such as loans. If the share in losses exceeds the carrying value of the investments in associates and the value of other long-term investments related to investments in these associates, the Company ceases to recognize its share in losses when the carrying value reaches zero. Any additional losses are provided for and liabilities are recognized only to the extent that the Company has legal or constructive obligations or has made payments on behalf of the associate.

 

If the associate subsequently makes profits, the Company resumes recognizing its share in these profits only after its share of the profits equals the share of losses not recognized.

 

The carrying value of investments in associates is tested for impairment by reconciling its recoverable amount (the higher of its value in use and fair value less costs to sell) to its carrying value, whenever impairment indicators are identified.

 

 

3. Significant accounting policies (continued)

 

Joint arrangements

 

The Company participates in joint arrangements either in the form of joint ventures or joint operations.

 

A joint venture implies that the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint venture involves establishing a legal entity where the Company and other participants have respective equity interests. Equity interests in joint ventures are accounted for under the equity method.

 

The Company's share in net profit or loss and in other comprehensive income of joint ventures is recognized in the consolidated statement of profit or loss and in the consolidated statement of other comprehensive income, respectively, from the date when joint control commences until the date when joint control ceases. A joint operation implies that the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. In relation to its interest in a joint operation the Company recognizes its assets, including its share of any assets held jointly, its liabilities, including its share of any liabilities incurred jointly, its revenue from the sale of its share of the output arising from the joint operation, its share of the revenue from the sale of the output by the joint operation, and expenses, including its share of any expenses incurred jointly.

 

Cash and cash equivalents

 

Cash represents cash on hand, in the Company's bank accounts, in transit and interest bearing deposits which can be effectively withdrawn at any time without prior notice or any penalties reducing the principal amount of the deposit. Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and have original maturities of three months or less from their date of purchase. They are carried at cost plus accrued interest, which approximates fair value. Restricted cash is presented separately in the consolidated balance sheet if its amount is significant.

 

Financial assets

 

The Company recognizes financial assets in its balance sheet when, and only when, it becomes a party to the contractual provisions of the financial instrument. When financial assets are recognized initially, they are measured at fair value, which is usually the price of the transaction, i.e. the fair value of consideration paid or received.

 

When financial assets are recognized initially, they are classified as one of the following, as appropriate: (1) financial assets at fair value through profit or loss, (2) loans issued and accounts receivable, (3) financial assets held to maturity, or (4) financial assets available for sale.

 

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated as financial assets at fair value through profit or loss at initial recognition. Financial assets held for trading are those which are acquired principally for the purpose of sale or repurchase in the near future or are part of a portfolio of identifiable financial instruments that have been commonly managed and for which there is evidence of a recent pattern of actual short-term profit taking, or which are derivative instruments (unless the derivative instrument is defined as an effective hedging instrument). Financial assets at fair value through profit or loss are classified in the consolidated balance sheet as current assets and changes in the fair value are recognized in the consolidated statement of profit or loss as Finance income or Finance expenses.

 

 

3. Significant accounting policies (continued)

 

Financial assets (continued)

 

All derivative instruments are recorded in the consolidated balance sheet at fair value in either current financial assets, non-current financial assets, current liabilities related to derivative instruments, or non-current liabilities related to derivative instruments. The recognition and classification of a gain or loss that results from recognition of an adjustment of a derivative instrument at fair value depends on the purpose for issuing or holding the derivative instrument. Gains and losses from derivatives that are not accounted for as hedges under International Accounting Standard ("IAS") 39 Financial Instruments: Recognition and Measurement are recognized immediately in the profit or loss for the period.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Subsequent to initial recognition, the fair value of financial assets at fair value that are quoted in an active market is defined as bid prices for assets and ask prices for issued liabilities as of the measurement date.

 

If no active market exists for financial assets, the Company measures the fair value using the following methods:

· analysis of recent transactions with peer instruments between independent parties;

· current fair value of similar financial instruments;

· discounting future cash flows.

 

The discount rate reflects the minimum return on investment an investor is willing to accept before starting an alternative project, given its risk and the opportunity cost of forgoing other projects.

 

Loans issued and accounts receivable include non-derivative financial instruments with fixed or determinable payments that are not quoted in an active market, not classified as financial assets held for trading and have not been designated as at fair value through profit or loss or available for sale. If the Company cannot recover all of its initial investment in the financial asset due to reasons other than deterioration of its quality, the financial asset is not included in this category. After initial recognition, loans issued and accounts receivable are measured at amortized cost using the effective interest rate method ("EIR"), less impairment losses. The EIR amortization is included in Finance income in the consolidated statement of profit or loss. The losses arising from impairment or gains from impairment reversals are recognized in the consolidated statement of profit or loss.

 

The Company does not classify financial assets as held to maturity if, during either the current financial year or the two preceding financial years, the Company has sold, transferred or exercised a put option on more than an insignificant (in relation to the total) amount of such investments before maturity, unless: (1) the financial asset was close enough to maturity or the call date so that changes in the market rate of interest did not have a significant effect on the financial asset's fair value; (2) after substantially all of the financial asset's original principal had been collected through scheduled payments or prepayments; or (3) due to an isolated non-recurring event that was beyond the Company's control and could not have been reasonably anticipated by the Company.

 

Dividends and interest income are recognized in the consolidated statement of profit or loss on an accrual basis. The amount of accrued interest income is calculated using the effective interest rate.

 

All other financial assets not included in the other categories are designated as financial assets available for sale. Specifically, the shares of other companies not included in the first category are designated as available for sale. In addition, the Company may include any financial asset in this category at the initial recognition.

 

3. Significant accounting policies (continued)

 

Financial liabilities

 

The Company recognizes financial liabilities on its balance sheet when, and only when, it becomes a party to the contractual provisions of the financial instrument. When financial liabilities are recognized initially, they are measured at fair value, which is usually the price of the transaction, i.e. the fair value of consideration paid or received.

 

When financial liabilities are recognized initially, they are classified as one of the following:

· financial liabilities at fair value through profit or loss;

· other financial liabilities.

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading unless such liabilities are linked to the delivery of unquoted equity instruments.

 

At the initial recognition, the Company may include in this category any financial liability, except for equity instruments that are not quoted in an active market and whose fair value cannot be reliably measured. After initial recognition, however, the liability cannot be reclassified.

 

Financial liabilities not classified as financial liabilities at fair value through profit or loss are designated as other financial liabilities. Other financial liabilities include, inter alia, trade and other accounts payable, and loans and borrowings payable.

 

Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at fair value, with changes in fair value recognized in profit or loss in the consolidated statement of profit or loss. Other financial liabilities are carried at amortized cost.

 

The Company writes off a financial liability (or part of a financial liability) from its balance sheet when, and only when, it is extinguished - i.e. when the obligation specified in the contract is discharged, cancelled or expires. The difference between the carrying value of a financial liability (or a part of a financial liability) extinguished or transferred to another party and the redemption value, including any transferred non-monetary assets and assumed liabilities, is recognized in profit or loss. Any previously recognized components of other comprehensive income pertaining to this financial liability are also included in the financial result and are recognized as gains and losses for the period.

 

Certain prior period indicators have been reclassified to conform to the current year presentation. In particular, due to significant increase in the operating activities of subsidiary banks of the Company and the need for reliable and consistent reporting in the consolidated financial statements, the presentation of cash flows from the operating activities of subsidiary banks was revised. Such activities are now included within operating activities of the Consolidated Statement of Cash Flows. Further, the operating assets of the subsidiary banks, including short-term interbank deposits placed, were reclassified to Accounts Receivable, operating liabilities, including interbank loans, customer deposits, promissory notes and REPO obligations reclassified from Loans and borrowings and other financial liabilities to Accounts payable and accrued liabilities.

 

Earnings per share

 

Basic earnings per share is calculated by dividing net earnings attributable to common shares by the weighted average number of common shares outstanding during the corresponding period. In the absence of any securities-to-shares conversion transactions, the amount of basic earnings per share stated in these consolidated financial statements is equal to the amount of diluted earnings per share.

 

3. Significant accounting policies (continued)

 

Inventories

 

Inventories consisting primarily of crude oil, petroleum products, petrochemicals and materials and supplies are accounted for at the weighted average cost unless net realizable value is less than cost. Materials that are used in production are not written down below cost if the finished products into which they will be incorporated are expected to be sold above cost.

 

Repurchase and resale agreements

 

Securities sold under repurchase agreements ("REPO") and securities purchased under agreements to resell ("reverse REPO") generally do not constitute a sale of the underlying securities for accounting purposes, and so are treated as collateralized financing transactions. Interest paid or received on all REPO and reverse REPO transactions is recorded in Finance expense or Finance income, respectively, at the contractually specified rate using the effective interest method.

 

Exploration and production assets

 

Exploration and production assets include exploration and evaluation assets, mineral rights and oil and gas properties (development assets and production assets).

 

Exploration and evaluation costs

 

The Company recognizes exploration and evaluation costs using the successful efforts method as permitted by IFRS 6 Exploration for and Evaluation of Mineral Resources. Under this method, costs related to exploration and evaluation (license acquisition costs, exploration and appraisal drilling) are temporarily capitalized in cost centers by field (well) until the drilling program results in the discovery of economically feasible oil and gas reserves.

 

The length of time necessary for this determination depends on the specific technical or economic difficulties in assessing the recoverability of the reserves. If a determination is made that the well did not encounter oil and gas in economically viable quantities, the well costs are expensed to Exploration expenses in the consolidated statement of profit or loss.

 

Exploration and evaluation costs, except for costs associated with seismic, topographical, geological, and geophysical surveys, are initially capitalized as exploration and evaluation assets. Exploration and evaluation assets are recognized at cost less impairment, if any, as property, plant and equipment until the existence (or absence) of commercial reserves has been established. The initial cost of exploration and evaluation assets acquired through a business combination is formed as a result of purchase price allocation. The cost allocation to mineral rights to proved properties and mineral rights to unproved properties is performed based on the respective oil and gas reserves information. Exploration and evaluation assets are subject to technical, commercial and management review as well as review for indicators of impairment at least once a year. This is to confirm the continued intent to develop or otherwise extract value from the discovery. When indicators of impairment are present, an impairment test is performed.

 

If, subsequently, commercial reserves are discovered, the carrying value, less losses from impairment of the respective exploration and evaluation assets, is classified as oil and gas properties (development assets). However, if no commercial reserves are discovered, such costs are expensed after exploration and evaluation activities have been completed.

 

3. Significant accounting policies (continued)

 

Development and production

 

Oil and gas properties (development assets) are accounted for on a field-by-field basis and represent (1) capitalized costs to develop discovered commercial reserves and to put fields into production, and (2) exploration and evaluation costs incurred to discover commercial reserves reclassified from exploration and evaluation assets to oil and gas properties (development assets) following the discovery of commercial reserves.

 

The cost of oil and gas properties (development assets) also includes the expenditures to acquire such assets, directly identifiable overhead expenses, capitalized financing costs and related asset retirement (decommissioning) obligation costs. Oil and gas properties (development assets) are generally recognized as construction in progress.

 

Following the commencement of commercial production, oil and gas properties (development assets) are reclassified as oil and gas properties (production assets).

 

Other property, plant and equipment

 

Other property, plant and equipment is stated at historical cost as of the acquisition date, except for property, plant and equipment acquired prior to January 1, 2009, which is stated at deemed cost, net of accumulated depreciation and impairment. The cost of maintenance, repairs, and the replacement of minor items of property is charged to operating expenses. Renewals and betterments of assets are capitalized.

 

Upon the sale or retirement of property, plant and equipment, the cost and related accumulated depreciation are eliminated from the accounts. Any resulting gains or losses are included in profit or loss.

 

Depreciation, depletion and amortization

 

Oil and gas properties are depleted using the unit-of-production method on a field-by-field basis starting from the commencement of commercial production.

 

In applying the unit-of-production method to mineral licenses, the depletion rate is based on total proved reserves. In applying the unit-of-production method to producing wells and the related oil and gas infrastructure, the depletion rate is based on proved developed reserves.

 

Other property, plant and equipment are depreciated using the straight-line method over their estimated useful lives from the time they are ready for use, except for catalysts which are amortized using the unit-of-production method.

 

Components of other property, plant and equipment and their respective estimated useful lives are as follows:

 

Property, plant and equipment

Useful life, not more than

Buildings and structures

30-45 years

Plant and machinery

5-25 years

Vehicles and other property, plant and equipment

6-10 years

Service vessels

20 years

Offshore drilling assets

20 years

 

Land generally has an indefinite useful life and is therefore not depreciated.

Land leasehold rights are amortized on a straight-line basis over their expected useful life, which averages 20 years.

3. Significant accounting policies (continued)

 

Construction grants

 

The Company recognizes construction grants from local governments when there is a reasonable assurance that the Company will comply with the conditions attached and that the grant will be received. The construction grants are accounted for as a reduction of the cost of the asset for which the grant is received.

 

Impairment of non-current assets

 

The Company assesses at each balance sheet date whether there is any indication that an asset or cash-generating unit may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset or cash-generating unit.

 

In assessing whether there is any indication that an asset may be impaired, the Company considers internal and external sources of information. It considers at least the following:

 

External sources of information:

· during the period, an asset's market value has declined significantly more than would be expected as a result of the passage of time or normal use;

· significant changes with an adverse effect on the Company have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in which the Company operates or in the market to which an asset is dedicated;

· market interest rates or other market rates of return on investments have increased during the period, and those increases are likely to affect the discount rate used in calculating an asset's value in use and decrease the asset's recoverable amount materially;

· the carrying amount of the net assets of the Company is more than its market capitalization.

 

Internal sources of information:

· evidence is available of obsolescence or physical damage of an asset;

· significant changes with an adverse effect on the Company have taken place during the period, or are expected to take place in the near future, in the extent to which, or manner in which, an asset is used or is expected to be used (e.g., the asset becoming idle, or the useful life of an asset is reassessed as finite rather than indefinite);

· information on dividends from a subsidiary, joint venture or associate;

· evidence is available from internal reporting that indicates that the economic performance of an asset is, or will be, worse than expected. Such evidence includes the existence of:

· cash flows on acquiring the asset, or subsequent cash needs for operating or maintaining it, that are significantly higher than those originally budgeted;

· actual net cash flows or operating profit or loss flowing from the asset that are significantly worse than those budgeted;

· a significant decline in budgeted net cash flows or operating profit, or a significant increase in budgeted losses, flowing from the asset;

· operating losses or net cash outflows for the asset, when current period amounts are aggregated with budgeted amounts for the future.

 

 

3. Significant accounting policies (continued)

 

Impairment of non-current assets (continued)

 

The following factors indicate that exploration and evaluation assets may be impaired:

· the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

· substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

· exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area;

· sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

 

The recoverable amount of an asset or a cash-generating unit is the higher of:

· the value in use of an asset (cash-generating unit); and

· the fair value of an asset (cash-generating unit) less costs to sell.

 

If the asset does not generate cash inflows that are largely independent of those from other assets, its recoverable amount is determined for the asset's cash-generating unit.

 

The Company initially measures the value in use of a cash-generating unit. When the carrying amount of a cash-generating unit is greater than its value in use, the Company measures the unit's fair value for the purpose of measuring the recoverable amount. When the fair value is less than the carrying value an impairment loss is recognized.

 

Value in use is determined by discounting the estimated value of the future cash inflows expected to be derived from the asset or cash-generating unit, including cash inflows from its sale. The value of the future cash inflows from a cash-generating unit is determined based on the forecast approved by management of the business unit to which the unit in question pertains.

 

Impairment of financial assets

 

At each balance sheet date the Company analyzes whether there is objective evidence of impairment for all categories of financial assets, except those recorded at fair value through profit or loss. A financial asset or a group of financial assets is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that has occurred since the initial recognition of the asset (an incurred 'loss event') and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include (but is not limited to) indications that debtors or a group of debtors are experiencing financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

 

 

3. Significant accounting policies (continued)

 

Capitalized interest

 

Interest expense on borrowed funds used for capital construction projects and the acquisition of property, plant and equipment is capitalized provided that the interest expense could have been avoided if the Company had not made capital investments. Interest is capitalized only during the period when construction activities are actually in progress and until the resulting properties are put into operation.

 

Capitalized borrowing costs include exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

 

Leasing agreements

 

Leases, which transfer to the Company substantially all the risks and benefits incidental to ownership of the asset, are classified as financial leases and are capitalized at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance expenses and reduction of the lease liability in order to achieve a constant rate of interest on the remaining balance of the liabilities. Finance expenses are charged directly to the consolidated statement of profit or loss.

 

Leased property, plant and equipment are accounted for using the same policies applied to the Company's own assets. In determining the useful life of a leased item of property, plant and equipment, consideration is given to the probability of the title being transferred to the lessee at the end of the lease term.

 

If there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life. Where such certainty exists, the asset is depreciated over its useful life.

 

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognized as an expense in the consolidated statement of profit or loss on a straight-line basis over the lease term.

 

Asset retirement (decommissioning) obligations

 

The Company has asset retirement (decommissioning) obligations associated with its core business activities. The nature of the assets and potential obligations are as follows:

 

The Company's exploration, development and production activities involve the use of wells, related equipment and operating sites, oil gathering and treatment facilities, tank farms and in-field pipelines. Generally, licenses and other regulatory acts require that such assets be decommissioned upon the completion of production. According to these requirements, the Company is obliged to decommission wells, dismantle equipment, restore the sites and perform other related activities. The Company's estimates of these obligations are based on current regulatory or license requirements, as well as actual dismantling and other related costs. These liabilities are measured by the Company using the present value of the estimated future costs of decommissioning of these assets. The discount rate is reviewed at each reporting date and reflects current market assessments of the time value of money and the risks specific to the liability.

 

 

3. Significant accounting policies (continued)

 

Asset retirement (decommissioning) obligations (continued)

 

In accordance with IFRS Interpretations Committee ("IFRIC") Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities, the provision is reviewed at each balance sheet date as follows:

· upon changes in the estimates of future cash flows (e.g., the costs of and timeframe for abandoning one well) or the discount rate, changes in the amount of the liability are included in the cost of the item of property, plant, and equipment, whereby such cost may not be negative and may not exceed the recoverable value of the item of property, plant, and equipment;

· any changes in the liability due to its nearing maturity (change in the discount) are recognized in Finance expenses.

 

The Company's refining and distribution activities involve refining operations, marine and other distribution terminals, and retail sales. The Company's refining operations consist of major petrochemical operations and industrial complexes. Legal or contractual asset retirement (decommissioning) obligations related to petrochemical, oil refining and distribution activities are not recognized due to the limited history of such activities in these segments, the lack of clear legal requirements as to the recognition of obligations, as well as the fact that decommissioning periods for such assets are not determinable.

 

Because of the reasons described above, the fair value of an asset retirement (decommissioning) obligation in the refining and distribution segment cannot be reasonably estimated.

 

Due to continuous changes in the Russian regulatory and legal environment, there could be future changes to the requirements and contingencies associated with the retirement of long-lived assets.

 

Income tax

 

Since 2012 Russian tax legislation has allowed income taxes to be calculated on a consolidated basis. The main subsidiaries of the Company were therefore combined into a consolidated group of taxpayers (Note 40). For subsidiaries which are not included in the consolidated group of taxpayers, income tax is calculated on an individual subsidiary basis. Deferred income tax assets and liabilities are recognized in the accompanying consolidated financial statements in the amount determined by the Company in accordance with IAS 12 Income Taxes.

 

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

 

A deferred tax liability is recognized for all taxable temporary differences, except to the extent that the deferred tax liability arises from:

· the initial recognition of goodwill;

· the initial recognition of an asset or liability in a transaction which:

· is not a business combination; and

· affects neither accounting profit, nor taxable profit;

· investments in subsidiaries when the Company is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

 

3. Significant accounting policies (continued)

 

Income tax (continued)

 

A prior period tax loss planned to be used to reduce the current or future amount of income tax is recognized as a deferred tax asset.

 

A deferred tax asset is recognized only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that:

· is not a business combination; and

· at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

 

The Company recognizes deferred tax assets for all deductible temporary differences arising from investments in subsidiaries and associates, and interests in joint ventures, to the extent that the following two conditions are met:

· the temporary difference will reverse in the foreseeable future; and

· taxable profit will be available against which the temporary difference can be utilized.

 

Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

 

The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the taxation authority of the same jurisdiction and the Company intends to settle its current tax assets and liabilities on a net basis.

 

The carrying amount of a deferred tax asset is reviewed at each balance sheet date.

 

The Company reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized.

 

Deferred tax assets and liabilities are classified as Non-current Deferred tax assets and Non-current Deferred tax liabilities, respectively.

 

Deferred tax assets and liabilities are not discounted.

 

Recognition of revenues

 

Revenues are recognized when risks and rewards pass to the customer, which usually occurs when the title passes to the customer, provided that the contract price is fixed or determinable and collectability of the receivable is reasonably assured. Specifically, domestic sales of crude oil and gas, as well as petroleum products and materials are usually recognized when title passes. For export sales, title generally passes at the border of the Russian Federation and the Company covers transportation expenses (except freight), duties and taxes on those sales (Note 10). Revenue is measured at the fair value of the consideration received or receivable taking into account the amount of any trade discounts, volume rebates and reimbursable taxes.

Sales of support services are recognized as services are performed provided that the service price can be determined and no significant uncertainties regarding the receipt of revenues exist.

3. Significant accounting policies (continued)

 

Transportation expenses

 

Transportation expenses recognized in the consolidated statement of profit or loss represent all expenses incurred by the Company to transport crude oil for refining and to end customers, and to deliver petroleum products from refineries to end customers (these may include pipeline tariffs and any additional railroad transportation costs, handling costs, port fees, sea freight and other costs).

 

Refinery maintenance costs

 

The Company recognizes the costs of overhauls and preventive maintenance performed with respect to oil refining assets as expenses when incurred.

 

Environmental liabilities

 

Expenditures that relate to an existing condition caused by past operations, and do not have a future economic benefit, are expensed. Liabilities for these expenditures are recorded when environmental assessments or clean-ups are probable and the costs can be reasonably estimated.

 

Accounting for contingencies

 

Certain conditions may exist as of the date of these consolidated financial statements which may further result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management makes an assessment of such contingent liabilities which is based on assumptions and is a matter of opinion. In assessing loss contingencies relating to legal or tax proceedings that involve the Company or unasserted claims that may result in such proceedings, the Company, after consultation with legal or tax advisors, evaluates the perceived merits of any legal or tax proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a loss will be incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company's consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve financial guarantees, in which case the nature of the guarantee would be disclosed. However, in some instances in which disclosure is not otherwise required, the Company may disclose contingent liabilities or other uncertainties of an unusual nature which, in the judgment of management after consultation with its legal or tax counsel, may be of interest to shareholders or others.

 

Taxes collected from customers and remitted to governmental authorities

 

Refundable taxes (excise and value-added tax ("VAT")) are deducted from revenues. Other taxes and duties are not deducted from revenues and are recognized as expenses in Taxes other than income tax in the consolidated statement of profit or loss.

 

VAT and excise receivable and payable are recognized as Prepayments and other current assets and Other tax liabilities in the consolidated balance sheet, respectively.

 

 

3. Significant accounting policies (continued)

 

Functional and presentation currency

 

The consolidated financial statements are presented in Russian rubles, which is the functional currency of Rosneft Oil Company and all of its subsidiaries operating in the Russian Federation. The functional currency of the foreign subsidiaries is generally the U.S. dollar.

 

Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of these transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognized in the profit or loss for the period.

 

Foreign exchange gains and losses resulting from the translation of monetary assets and liabilities designated as foreign currency cash flow hedging instruments are recognized within other comprehensive income and reclassified to profit or loss in the period when the hedged item affects profit or loss.

 

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

 

The Company's subsidiaries

 

The results and financial position of all of the Company's subsidiaries, joint ventures and associates that have a functional currency which is different from the presentation currency are translated into the presentation currency as follows:

· assets and liabilities for each balance sheet presented are translated at the closing rate at that reporting date;

· income and expenses for each statement of profit or loss and each statement of other comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

· all resulting exchange differences are recognized as a separate component of other comprehensive income.

 

Prepayment on oil and petroleum products supply agreements

 

In the course of business the Company enters into long-term oil supply contracts. The contract terms may require the buyer to make a prepayment.

 

The Company considers long-term oil supply contracts to be regular-way sale contracts entered into and continued to be held for the purpose of the receipt or delivery of non-financial items in accordance with the Company's expected purchase, sale or usage requirements. Regular-way sale contracts are exempted from the scope of IAS 32 Financial Instruments: Presentation and IAS 39 Financial Instruments: Recognition and Measurement.

 

 

3. Significant accounting policies (continued)

 

Prepayment on oil and petroleum products supply agreements (continued)

 

Conditions for meeting the definition of a regular-way sale are not met if either of the following applies:

· the ability to settle net in cash or another financial instrument, or by exchanging financial instruments, is not explicit in the terms of the contract, but the Company has a practice of settling similar contracts net in cash or via another financial instrument or by exchanging financial instruments (whether with the counterparty, by entering into offsetting contracts or by selling the contract before its exercise or lapse);

· for similar contracts, the Company has a practice of taking delivery of the underlying goods and selling them within a short period after delivery for the purpose of generating a profit from short-term fluctuations in price or from a dealer's margin.

 

Prepayments for the delivery of goods or respective deferred revenue are accounted for as non-financial liabilities because the outflow of economic benefits associated with them is the delivery of goods and services rather than a contractual obligation to pay cash or another financial asset.

 

Changes in accounting policies and disclosures

 

The accounting policies adopted are consistent with those of the previous financial year except for the adoption of new standards and interpretations effective as of January 1, 2017. 

 

The following amendments were applied for the first time in 2017:

· Disclosure Initiative - amendments to IAS 7 Statement of Cash Flows. The amendments require companies to provide a reconciliation of financing cash flows in the statement of cash flows to the opening and closing balances of liabilities arising from financing activities (except for equity balances) in the statement of financial position. The above mentioned reconciliation is presented in Note 31 "Loans and borrowings and other financial liabilities".

· Deferred Tax Assets for Unrealised Losses - amendments to IAS 12 Income Taxes. These amendments clarify how to account for deferred tax assets related to debt instruments measured at fair value.

 

Application of these amendments had no significant impact on the Company's financial position or results of operations.

 

Certain prior period balances have been reclassified to conform to the current year presentation.

 

 

4. Significant accounting judgments, estimates and assumptions

 

The preparation of consolidated financial statements requires management to make a number of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The actual results, however, could differ from those estimates.

 

4. Significant accounting judgments, estimates and assumptions (continued)

 

The most significant accounting estimates and assumptions used by the Company's management in preparing the consolidated financial statements include:

· estimation of oil and gas reserves;

· estimation of rights to, recoverability and useful lives of non-current assets;

· impairment of goodwill (Note 25 "Intangible assets and goodwill");

· allowances for doubtful accounts receivable and obsolete and slow-moving inventories (Note 21 "Accounts receivable" and Note 22 "Inventories");

· assessment of asset retirement (decommissioning) obligations (Note 3 "Significant accounting policies", section: "Asset retirement (decommissioning) obligations", and Note 32 "Provisions");

· assessment of legal and tax contingencies, recognition and disclosure of contingent liabilities (Note 40 "Contingencies");

· assessment of deferred income tax assets and liabilities (Note 3 "Significant accounting policies", section: "Income tax", and Note 16 "Income tax");

· assessment of environmental remediation obligations (Note 32 "Provisions" and Note 40 "Contingencies");

· fair value measurements (Note 37 "Fair value of financial instruments");

· assessment of the Company's ability to renew operating leases and to enter into new lease agreements;

· purchase price allocation to the identifiable assets acquired and the liabilities assumed (Note 7 "Acquisition of subsidiaries and shares in joint operations").

 

Significant estimates and assumptions affecting the reported amounts are those used in determining the economic recoverability of reserves.

 

Such estimates and assumptions may change over time when new information becomes available, e.g.:

· more detailed information on reserves was obtained (either as a result of more detailed engineering calculations or additional exploration drilling activities);

· supplemental activities to enhance oil recovery were conducted;

· changes were made in economic estimates and assumptions (e.g. a change in pricing factors).

 

 

5. New and amended standards and interpretations issued but not yet effective

 

In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. IFRS 15 establishes a single framework for revenue recognition and contains requirements for related disclosures. The new standard replaces IAS 18 Revenue, IAS 11 Construction Contracts, and the related interpretations on Revenue recognition. The standard is effective for annual periods beginning on or after January 1, 2018. In April 2016, the IASB issued amendments to IFRS 15, which have the same effective date as the new standard: January 1, 2018. As a result of the analysis performed by the Company, the conclusion was made that there will be no significant impact of the standard on the consolidated financial statements.

 

 

 

5. New and amended standards and interpretations issued but not yet effective (continued)

 

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments. The final version of IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement, and all previous versions of IFRS 9. IFRS 9 brings together the requirements for the classification and measurement, impairment and hedge accounting of financial instruments. In respect of impairment, IFRS 9 replaces the "incurred loss" model used in IAS 39 with a new "expected credit loss" model that will require a more timely recognition of expected credit losses. The standard is effective for annual periods beginning on or after January 1, 2018. In October 2017, the IASB issued amendments to IFRS 9 effective on January 1, 2019.

 

The Company is currently assessing the impact of the standard on the opening balance of retained earnings as of January 1, 2018 as a result of the shift from the "incurred loss" impairment model to "expected credit loss" model, аs well as the change in classification for certain significant financial assets of the Company - from the "amortized cost" category to the "fair value through profit or loss" category.

 

In September 2014, the IASB issued amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures entitled Sale or Contribution of Assets between an Investor and its Associate or Joint Venture. These narrow scope amendments clarify that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not), and a partial gain or loss is recognized when a transaction involves assets that do not constitute a business. The IASB has postponed the date by when the entities must change these aspects of accounting for transactions between investors and equity accounted investees. Application of the amendments, initially planned for annual periods beginning on or after January 1, 2016, has been deferred. The Company does not expect the amendments to have a material impact on the consolidated financial statements, as their requirements are already incorporated in the accounting policy of the Company.

 

In January 2016, the IASB issued IFRS 16 Leases. IFRS 16 eliminates the classification of leases as either operating leases or finance leases and establishes a single lessee accounting model. The most significant effect of the new requirements for the lessee will be an increase in lease assets and financial liabilities. The new standard replaces the previous leases standard, IAS 17 Leases, and the related interpretations. The standard is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted for companies that also apply IFRS 15 Revenue from Contracts with Customers. The Company is currently assessing the impact of the standard on the consolidated financial statements.

 

In June 2016, the IASB issued amendments to IFRS 2 Share-based Payment entitled Classification and Measurement of Share-based Payment Transactions. The amendments provide requirements for the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; share-based payment transactions with a net settlement feature for withholding tax obligations; a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The amendments are effective for annual periods beginning on or after January 1, 2018, with earlier application permitted. The Company does not expect the amendments to have a material impact on the consolidated financial statements.

 

In September 2016, the IASB issued amendments to IFRS 4 Insurance Contracts entitled Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts. The amendments address concerns arising from implementing the new financial instruments Standard, IFRS 9, before implementing the replacement Standard that the Board is developing for IFRS 4. The amendments introduce two approaches, which should reconcile the timing of the application of the two new standards. Under the first approach, the amendments become effective on the date of first-time adoption of IFRS 9; under the second, the amendments become effective for annual periods beginning on or after January 1, 2018. The Company does not expect the amendments to have a material impact on the consolidated financial statements.

 

5. New and amended standards and interpretations issued but not yet effective (continued)

 

In December 2016, the IASB issued IFRIC 22 Interpretation entitled Foreign Currency Transactions and Advance Consideration. The IFRIC addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018, with earlier application permitted. The Company does not expect the amendments to have a material impact on the consolidated financial statements as their requirements are already incorporated in the accounting policy of the Company.

 

In December 2016, the IASB issued amendments to IAS 40 Investment Property entitled Transfers of Investment Property. The amendments clarify the requirements for transfers to, or from, investment property. The amendments are effective for annual periods beginning on or after January 1, 2018, with earlier application permitted. The Company does not expect the amendments to have a material impact on the consolidated financial statements.

 

In May 2017, the IASB issued IFRS 17 Insurance Contracts. IFRS 17 establishes a single framework for the accounting for insurance contracts and contains requirements for related disclosures. The new standard replaces IFRS 4 Insurance Contracts. The standard is effective for annual periods beginning on or after January 1, 2021. The Company does not expect the standard to have a material impact on the consolidated financial statements.

 

In June 2017, the IASB issued IFRIC 23 Interpretation entitled Uncertainty over Income Tax Treatments. The IFRIC clarifies that for the purposes of calculating current and deferred tax, companies should use a tax treatment of uncertainties, which will probably to be accepted by the tax authorities. IFRIC 23 is effective for annual periods beginning on or after January 1, 2019. The Company does not expect the amendments to have a material impact on the consolidated financial statements.

 

In October 2017, the IASB issued amendments to IAS 28 Investments in Associates and Joint Ventures. These amendments clarify that the companies should apply IFRS 9 Financial Instruments, including impairment requirements, for the long-term investments in associates and joint ventures, which are accounted for otherwise than using the equity method, including long-term loans given to associates and joint ventures. The amendments are effective for annual periods beginning on or after January 1, 2019, with earlier application permitted. The impact of the amendments was assessed within the assessment of the impact of IFRS 9 Financial Instruments (see above).

 

 

6. Capital and financial risk management

 

Capital management

 

The Company's capital management objectives are to ensure its ability to continue as a going concern and to optimize the cost of capital in order to enhance value to shareholders. Total capital employed and financial liabilities less liquid financial assets are non-IFRS measure.

 

The Company's management performs a regular assessment of the financial liabilities less liquid financial assets to capital employed ratio to ensure it meets the Company's requirements to fulfil the Company's commitments and to retain strong financial stability.

 

6. Capital and financial risk management (continued)

 

Capital management (continued)

 

The Company's employed capital is calculated as the sum of equity attributable to equity holders of Rosneft: share capital, reserves, retained earnings and non-controlling interests; financial liabilities, which include long and short-term loans and borrowings, other financial liabilities, as reported in the consolidated balance sheet, less liquid financial assets, including cash and cash equivalents, other short-term financial assets and certain long-term deposits. The Company's financial liabilities less liquid financial assets to capital employed ratio was as follows:

 

As of December 31,

2017

2016

(restated)

Financial liabilities less liquid financial assets to capital employed ratio, %

40.8%

32.2%

 

Financial risk management

 

In the normal course of business the Company is exposed to the following financial risks: market risk (including foreign currency risk, interest rate risk and commodity price risk), credit risk and liquidity risk. The Company has introduced a risk management system and developed a number of procedures to measure, assess and monitor risks and select the relevant risk management techniques.

 

The Company has developed, documented and approved the relevant policies pertaining to market, credit and liquidity risks and the use of derivative financial instruments.

 

Foreign currency risk

 

The Company undertakes transactions denominated in foreign currencies and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the U.S. dollar and euro. Foreign exchange risk arises from assets, liabilities, commercial transactions and financing denominated in foreign currencies.

 

The carrying values of monetary assets and liabilities denominated in foreign currencies are presented in the table below:

 

Assets

Liabilities

As of December 31,

As of December 31,

2017

2016

2017

2016

US$

903

1,358

(1,885)

(2,226)

EUR

425

153

(67)

(87)

Total

1,328

1,511

(1,952)

(2,313)

 

The Company seeks to identify and manage foreign exchange rate risk in a comprehensive manner, including an integrated analysis of natural economic hedges, in order to benefit from the correlation between income and expenses. The Company chooses the currency in which to hold cash, such as the Russian ruble, U.S. dollar or other currency for short-term risk management purposes.

 

The long-term risk management strategy of the Company may involve the use of derivative or non-derivative financial instruments in order to minimize foreign exchange rate risk exposure.

 

6. Capital and financial risk management (continued)

 

Cash flow hedging of the Company's future exports

 

The Company designated certain U.S. dollar denominated borrowings as a hedge of the expected highly probable U.S. dollar denominated export revenue stream in accordance with IAS 39 Financial Instruments: Recognition and Measurement.

 

A portion of future monthly export revenues expected to be received in U.S. dollars was designated as a hedged item. The nominal amounts of the hedged item and the hedging instruments were equal. To the extent that a change in the foreign currency rate impacts the fair value of the hedging instrument, the effects are recognized in other comprehensive income or loss and then reclassified to profit or loss in the same period in which the hedged item affects the profit or loss.

 

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.

 

Changes in the nominal hedging amount during 2017 are presented in the table below:

 

US$ million

The equivalent amount at theCBR exchange rate as of December 31, 2017,

RUB billion

Nominal amount as of December 31, 2016

1,763

102

Hedging instruments designated

1,000

58

Realized cash flow foreign exchange hedges

(164)

(10)

Hedging instruments de-designated

(1,726)

(100)

Nominal amount as of December 31, 2017

873

50

 

The impact of foreign exchange cash flow hedges recognized in other comprehensive income is set out below:

 

2017

2016

Before income tax

Incometax

Net oftax

Before income tax

Incometax

Net oftax

Total recognized in other comprehensive (loss)/income as of the beginning of the year

(435)

87

(348)

(590)

118

(472)

Foreign exchange effects recognized during the year

(1)

-

(1)

8

(2)

6

Foreign exchange effects reclassified to profit or loss

146

(29)

117

147

(29)

118

Total recognized in other comprehensive (loss)/income for the year

145

(29)

116

155

(31)

124

Total recognized in other comprehensive (loss)/income as of the end of the year

(290)

58

(232)

(435)

87

(348)

 

 

6. Capital and financial risk management (continued)

 

Cash flow hedging of the Company's future exports (continued)

 

The schedule of the expected reclassification of the accumulated foreign exchange loss from other comprehensive income to profit or loss, as of December 31, 2017, is presented below:

 

Year

2018

2019

2020

2021

Total

Reclassification

(146)

(146)

2

-

(290)

Income tax

29

29

-

-

58

Total, net of tax

(117)

(117)

2

-

(232)

 

The expected reclassification is calculated using the Central Bank of Russia ("CBR") exchange rate as of December 31, 2017 and may be different using actual exchange rates in the future.

 

Analysis of sensitivity of financial instruments to foreign exchange risk

 

The level of currency risk is assessed on a monthly basis using sensitivity analysis and is maintained within the limits adopted in line with the Company's policy. The table below summarizes the impact on the Company's income before income tax and equity of the depreciation/(appreciation) of the Russian ruble against the U.S. dollar and euro.

 

U.S. dollar effect

Euro effect

2017

2016

2017

2016

Currency rate change in %

10.09%

20.16%

11.34%

20.83%

Gain/(loss)

72/(72)

147/(147)

19/(19)

11/(11)

Equity

(91)/91

(234)/234

2/(2)

2/(2)

 

Interest rate risk

 

Loans and borrowings raised at variable interest rates expose the Company to interest rate risk arising from the possible movement of variable elements of the overall interest rate.

 

As of December 31, 2017, the Company's variable rate liabilities totaled RUB 1,543 billion (net of interest payable). The Company analyzes its interest rate exposure, including by performing scenario analysis to measure the impact of an interest rate shift on annual income before income tax.

 

The table below summarizes the impact of a potential increase or decrease in interest rates on the Company's profit before tax, as applied to the variable element of interest rates on loans and borrowings. The increase/decrease is based on management estimates of potential interest rate movements.

 

Increase/decrease in interest rate

Effect on income before income tax

basis points

RUB billion

2017

+6

(1)

-6

1

2016

+5

(1)

-5

1

 

The sensitivity analysis is limited to variable rate loans and borrowings and is conducted with all other variables held constant. The analysis is prepared with the assumption that the amount of variable rate liability outstanding at the balance sheet date was outstanding for the whole year. The interest rate on variable rate loans and borrowings will effectively change throughout the year in response to fluctuations in market interest rates.

6. Capital and financial risk management (continued)

 

Interest rate risk (continued)

 

The impact measured through the sensitivity analysis does not take into account other potential changes in economic conditions that may accompany the relevant changes in market interest rates.

 

Credit risk

 

The Company controls its own exposure to credit risk. All external customers and their financial guarantors, other than related parties, undergo a creditworthiness check (including sellers of goods and services who act on a prepayment basis). The Company performs an ongoing assessment and monitoring of the financial position and the risk of default. In the event of a default by the parties on their respective obligations under the financial guarantee contracts, the Company's exposure to credit risk will be limited to the corresponding contract amounts. As of December 31, 2017, management assessed such risk as remote.

 

In addition, as part of its cash management and credit risk function, the Company regularly evaluates the creditworthiness of financial and banking institutions where it deposits cash and performs trade finance operations. The Company primarily has banking relationships with the Russian subsidiaries of large international banking institutions and certain large Russian banks. The Company's exposure to credit risk is limited to the carrying value of financial assets recognized on the consolidated balance sheet.

 

Liquidity risk

 

The Company has mature liquidity risk management processes covering short-term, mid-term and long-term funding. Liquidity risk is controlled through maintaining sufficient reserves and the adequate amount of committed credit facilities and loan funds. Management regularly monitors projected and actual cash flow information, analyzes the repayment schedules of the existing financial assets and liabilities, including upcoming un-accrued interest payments, and performs annual detailed budgeting procedures.

 

The contractual maturities of the Company's financial liabilities are presented below:

 

Year ended December 31, 2017

On demand

< 1 year

1 to 5 years

> 5 years

Total

Loans and borrowings and other financial liabilities

-

2,247

1,407

814

4,468

Finance lease liabilities

-

9

24

21

54

Accounts payable to suppliers and contractors

-

451

-

-

451

Salary and other benefits payable

-

81

-

-

81

Current operating liabilities of subsidiary banks

89

247

-

-

336

Dividends payable

-

5

-

-

5

Other accounts payable

-

46

-

-

46

Derivative financial liabilities

-

74

-

-

74

 

 

6. Capital and financial risk management (continued)

 

Liquidity risk (continued)

 

Year ended December 31, 2016

(restated)

On demand

< 1 year

1 to 5 years

> 5 years

Total

Loans and borrowings and other financial liabilities

-

1,605

1,460

800

3,865

Finance lease liabilities

-

4

16

24

44

Accounts payable to suppliers and contractors

-

337

-

-

337

Salary and other benefits payable

-

80

-

-

80

Current operating liabilities of subsidiary banks

41

94

-

-

135

Other accounts payable

-

22

-

-

22

Derivative financial liabilities

-

98

-

-

98

Voluntary offer to acquire shares

-

50

-

-

50

 

As of December 31, 2017, the Company's current liabilities exceeded its currents assets. Management believes that the Group's current cash on hand, expected cash flows from operations and available standby credit facilities from financial institutions will be sufficient to meet the Company's working capital requirements and repay its short-term debts and obligations when they become due. In 2017, the Company was attracting other short-term borrowings under repurchasing agreement operations, using the favorable market conditions. As a result, the amount of short-term liabilities increased while an adequate level of liquidity risk was maintained.

 

7. Acquisitions of subsidiaries and shares in joint operations

 

Acquisitions of 2017

 

Acquisition of a 30% interest in the concession agreement for the development of the Zohr field 

 

In October 2017 the Company finalized the acquisition of a 30% stake in the concession agreement for the development of the Zohr field from Eni S.p.A. Participation in the exploration of this deep-water gas field in offshore Egypt together with Eni (60%) and BP plc (10%), the Company's strategic partners, will allow the Company to substantially increase its gas production abroad within a short period and strengthen its positions in this promising and strategically significant region. The acquisition price amounted to US$ 1.1 billion, while the compensation of the 30% share of past project costs to Eni S.p.A., which is subject to reimbursement according to the terms of the concession agreement, amounted to US$ 1.1 billion.

 

The acquired interest in the concession agreement was classified as a joint operation, and was accounted for through the recognition of assets, liabilities, income and expenses in respect of the Company's interests in accordance with IFRS 11, Joint Arrangements.

 

As of December 31, 2017 and the date of authorization of these financial statements for issue the Company had not yet completed the fair value estimation of assets acquired and liabilities assumed of its 30% share in the concession agreement. Allocation of the purchase price to the fair value of the assets acquired and liabilities assumed will be finalized within 12 months of the acquisition date.

 

Acquisition of JSCB Peresvet

 

In June 2017, the Company acquired a 99.9% share in JSCB Peresvet, a financial institution engaged in banking services. Through August 2017, JSCB Peresvet underwent financial restructuring managed by the Deposit Insurance Agency ("DIA"), a state corporation. In August 2017, control over JSCB Peresvet was transferred to the Company.

7. Acquisitions of subsidiaries and shares in joint operations (continued)

 

Acquisitions of 2017 (continued)

 

As of December 31, 2017, the Company had not yet completed the fair value estimation of JSCB Peresvet's assets acquired and liabilities assumed. Allocation of the purchase price to the fair value of the assets acquired and liabilities assumed will be finalized within 12 months of the acquisition date.

 

The following table summarizes the Company's preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed:

 

Acquisition of JSCB Peresvet

 

ASSETS

Cash and cash equivalents

1

Obligatory reserves with the Bank of Russia

1

Loans to customers

27

Investment securities available for sale

21

Investment securities held to maturity

13

Expected future benefits from DIA's financial aid in the form of a reduced rate loan

17

Investment property

3

Current profit tax assets

2

Total assets

85

LIABILITIES

Amounts due to credit institutions

18

Amounts due to customers

15

Debt securities issued

7

Other borrowings

32

Other liabilities

15

Other provisions

2

Total liabilities

89

Total identifiable net assets at fair value

(4)

JSCB Peresvet's liabilities to the Company existing prior to the acquisition

16

Identifiable net assets excluding intercompany liabilities and claims existing prior to the acquisition

12

Fair value of cash consideration transferred

-

Intercompany liabilities and claims existing prior to the acquisition

16

Consideration transferred to be included for the purpose of goodwill

16

Excluding identifiable net assets of JSCB Peresvet

(12)

Goodwill

4

 

As of December 31, 2017, the Company recognized an impairment of goodwill arising on the JSCB Peresvet acquisition due to the existence of significant impairment indicators. A goodwill impairment loss of RUB 4 billion is recognized in Other expenses of the Company's consolidated statement of profit or loss for the year ended December 31, 2017 (Note 13).

 

The estimated equity component of convertible bonds representing a non-controlling interest is zero.

 

The fair value of the cash consideration transferred at the acquisition date was RUB 10 million.

 

Cash flows arising on the JSCB Peresvet acquisition:

 

Cash acquired as a result of the JSCB Peresvet acquisition

1

Cash paid

-

Net cash inflow

1

 

7. Acquisitions of subsidiaries and shares in joint operations (continued)

 

Acquisitions of 2017 (continued)

 

The book value of the loans to customers approximates their fair value as of the date of the acquisition. There are no loans to customers that are not expected to be collected.

 

Had the JSCB Peresvet acquisition taken place at the beginning of the reporting period (January 1, 2017), revenues and net income of the combined entity would have been RUB 6,016 billion and RUB 312 billion, respectively, for the year ended December 31, 2017.

 

Acquisition of LLC Independent Petroleum Company - Projects and LLC Drilling Service Technology

 

In April, 2017 the Company completed the acquisition of 100% of shares in LLC Independent Petroleum Company - Projects, an entity engaged in development of the Kondinsky, Zapadno-Erginsky, Chaprovsky and Novo-Endyrsky license areas in the Khanty-Mansiysk Autonomous District and of 100% of shares in LLC Drilling Service Technology, a company involved in the provision of drilling services in the Khanty-Mansiysk region. The consideration amounted to RUB 49 billion net of cash acquired.

 

The following table summarizes the Company's allocation of the purchase price to the fair value of assets acquired and liabilities assumed:

 

ASSETS

Current assets

Cash and cash equivalents

5

Other current assets

5

Total current assets

10

Non-current assets

Property, plant and equipment

101

Deferred tax assets

2

Total non-current assets

103

Total assets

113

LIABILITIES

Current liabilities

Other current liabilities

9

Total current liabilities

9

Non-current liabilities

Deferred tax liabilities

15

Loans and borrowings

44

Total non-current liabilities

59

Total liabilities

68

Total identifiable net assets at fair value

45

Goodwill

9

Total consideration transferred

54

 

Acquisition of TNK Trading International S.A.

 

In December 2017 the Company gained control over TNK Trading International S.A. ("TTI") through concluding a number of agreements. Until December 2017 the Company considered its interest in TTI to be a part of investments in joint operations and accounted for its interest using the equity method.

 

7. Acquisitions of subsidiaries and shares in joint operations (continued)

 

Acquisitions of 2017 (continued)

 

As of December 31, 2017 and the date of authorization of these financial statements for issue the Company had not yet completed the fair value estimation of TTI's assets acquired and liabilities assumed. Allocation of the purchase price to the fair value of the assets acquired and liabilities assumed will be finalized within 12 months of the acquisition date.

 

The following table summarizes the Company's preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed:

 

ASSETS

Cash and cash equivalents

11

Prepayments on oil supply agreements

130

Intangible asset

9

Accounts receivable

13

Loans issued

9

Total assets

172

Liabilities

Loans and borrowings

130

Accounts payable

12

Taxes payable

2

Total liabilities

144

Total identifiable net assets at fair value

28

Intercompany liabilities and claims existing prior to the acquisition (TTI net liabilities to the Company existing prior to the acquisition)

120

Identifiable net assets excluding intercompany liabilities and claims existing prior to the acquisition

148

Fair value of cash consideration transferred

-

Carrying value of the Company's investment in joint operations

9

Intercompany liabilities and claims existing prior to the acquisition

120

Consideration transferred to be included for the purpose of goodwill

129

Finance liability to the bank

19

Excluding identifiable net assets of TTI

(148)

Goodwill

-

 

No cash consideration was transferred at the acquisition date.

 

The identifiable intangible asset amounting to RUB 9 billion represents an estimate of the future benefits arising from the oil trading agreements between TTI and its major oil supplier. The valuation of this intangible asset is subject to updating under the final allocation of the purchase price to the fair value of assets acquired and liabilities assumed.

 

Cash flows arising from the TTI acquisition:

 

Cash acquired as a result of the TTI acquisition

11

Cash paid

-

Net cash inflow

11

 

The book value of the accounts receivable approximates their fair value as of the date of acquisition. There are no accounts receivable that are not expected to be collected.

7. Acquisitions of subsidiaries and shares in joint operations (continued)

 

Acquisitions of 2017 (continued)

 

Had TTI's acquisition taken place at the beginning of the reporting period (January 1, 2017), revenues and net income of the combined entity would have been RUB 6,043 billion and RUB 305 billion, respectively, for the twelve month period ended December 31, 2017.

 

Acquisitions of 2016

 

Acquisition of shares in refineries in Germany

 

On December 31, 2016 the Company acquired shares in refineries in Germany as part of the restructuring of Ruhr Oel GmbH, a joint operation with BP Group, engaged in the processing and sale of crude oil in Western Europe (Note 13). As a result of the restructuring, the Company has become a direct holder and increased its shareholdings in Bayernoil Raffineriegesellschaft mbH from 12.5% to 25%; in Mineraloelraffinerie Oberrhein GmbH from 12% to 24%; and in PCK Raffinerie GmbH (PCK) from 35.42% to 54.17%. In exchange, BP has consolidated 100% of the equity of the Gelsenkirchen refinery and solvents production facility DHC Solvent Chemie GmbH. The total consideration amounted to US$ 1,522 million (RUB 92 billion at the CBR official exchange rate at the acquisition date).

 

The acquired interest was classified as a joint operation, and was accounted for through the recognition of assets, liabilities, income and expenses in respect of the Company's interests in accordance with IFRS 11, Joint Arrangements.

 

The following table summarizes the Company's allocation of the purchase price to the fair value of assets acquired and liabilities assumed:

 

ASSETS

Current assets

Accounts receivable

15

Inventories

2

Total current assets

17

Non-current assets

Property, plant and equipment

132

Investments in associates and joint ventures

1

Total non-current assets

133

Total assets

150

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities

8

Loans and borrowings and other financial liabilities

2

Other tax liabilities

2

Total current liabilities

12

Non-current liabilities

Deferred tax liabilities

34

Other non-current liabilities

12

Total non-current liabilities

46

Total liabilities

58

Total identifiable net assets at fair value

92

Total consideration transferred

92

 

7. Acquisitions of subsidiaries and shares in joint operations (continued)

 

Acquisitions of 2016 (continued)

 

Had the refineries acquisition taken place at the beginning of the reporting period (January 1, 2016), revenues and net income of the combined entity would have been RUB 5,299 billion and RUB 219 billion, respectively, for the year ended December 31, 2016.

 

Acquisition of JSC Targin

 

On December 30, 2016 the Company acquired a 100% interest in JSC Targin, a provider of oilfield services.

 

The following table summarizes the Company's allocation of the purchase price to the fair value of assets acquired and liabilities assumed:

 

ASSETS

Current assets

Accounts receivable

6

Inventories

2

Cash and cash equivalents

2

Total current assets

10

Non-current assets

Property, plant and equipment

11

Total non-current assets

11

Total assets

21

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities

4

Loans and borrowings

4

Other current liabilities

1

Total current liabilities

9

Non-current liabilities

Loans and borrowings

4

Total non-current liabilities

4

Total liabilities

13

Total identifiable net assets at fair value

8

Gain on bargain purchase

(4)

Total consideration transferred

4

 

The book value of the accounts receivable approximates their fair value as of the date of acquisition. There are no accounts receivable that are not expected to be collected.

 

Had Targin's acquisition taken place at the beginning of the reporting period (January 1, 2016), revenues and net income of the combined entity would have been RUB 4,982 billion and RUB 196 billion, respectively, for the twelve month period ended December 31, 2016.

 

7. Acquisitions of subsidiaries and shares in joint operations (continued)

 

Acquisitions of 2016 (continued)

 

Acquisition of PJSC Bashneft Oil Company

 

On October 12, 2016, the Company completed the acquisition of the state's stake in PJSC Bashneft Oil Company totaling 50.0755% of its charter capital. The consideration transferred totaled RUB 329.69 billion. As a result of the transaction, the Company has obtained control over PJSC Bashneft Oil Company and its subsidiaries ("Bashneft").

 

The following table summarizes the Company's allocation of the purchase price to the fair value of assets acquired and liabilities assumed:

 

ASSETS

Current assets

Cash and cash equivalents

41

Accounts receivable

14

Inventories

39

Prepayments and other current assets

24

Other financial assets

5

Total current assets

123

Non-current assets

Property, plant and equipment

861

Intangible assets

3

Other non-current assets

5

Total non-current assets

869

Total assets

992

 

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities

56

Loans and borrowings

19

Profit tax payable

2

Other tax liabilities

23

Prepayment on long-term oil and petroleum products supply agreements

58

Provisions

1

Total current liabilities

159

Non-current liabilities

Loans and borrowings

93

Provisions

31

Deferred tax liabilities

119

Other liabilities

2

Total non-current liabilities

245

Total liabilities

404

Total identifiable net assets at fair value

588

Non-controlling interests measured at fair value

(234)

Liability for the mandatory offer

(50)

Goodwill

26

Total consideration transferred

330

 

 

7. Acquisitions of subsidiaries and shares in joint operations (continued)

 

Acquisitions of 2016 (continued)

 

Bashneft acquisition cash flow:

 

Net cash acquired

41

Cash paid

(330)

Net cash outflow

(289)

 

The book value of the accounts receivable approximates their fair value as of the date of acquisition. There are no accounts receivable that are not expected to be collected.

 

In November 2016, in accordance with Russian legal requirements, Rosneft submitted a mandatory offer to Bashneft for the acquisition of 55,466,137 Bashneft ordinary shares. The Company included a liability of RUB 50 billion to record its liabilities under the mandatory offer in the purchase price allocation for Bashneft. Following the results of the mandatory offer, finalized in February 2017, the Company's interest in the share capital of Bashneft amounted to 60.33%.

 

Had the Bashneft acquisition taken place at the beginning of the reporting period (January 1, 2016), revenues and net income of the combined entity would have been RUB 5,420 billion and RUB 225 billion, respectively, for the twelve month period ended December 31, 2016.

 

Other acquisitions

 

On March 31, 2016 the Company acquired 100% of shares in a real estate leasing entity. The cost of the acquisition amounted to RUB 3 billion.

 

In 2016 the Company completed several acquisitions, including JSC Targin, PJSC Bashneft, shares in refineries in Germany as part of the Ruhr Oel GmbH restructuring. At the date of the issuance of the consolidated financial statements for the year ended December 31, 2016 the Company made a preliminary allocation of the purchase price of these acquisitions. The allocation of the purchase price of the acquisitions was finalized during 2017.

 

7. Acquisitions of subsidiaries and shares in joint operations (continued)

 

Acquisitions of 2016 (continued)

 

The following table summarizes the effect from the finalized estimations on the consolidated balance sheet as of December 31, 2016:

 

Beforefinalized estimation

Effect from finalized estimation

After

finalized

estimation

German refineries

Bashneft

Other acquisitions

ASSETS

Current assets

2,300

-

-

-

2,300

Non-current assets

Property, plant and equipment

7,090

24

41

(4)

7,151

Intangible assets

59

-

-

-

59

Other long-term financial assets

808

-

-

-

808

Investments in associates and joint ventures

411

-

-

-

411

Bank loans granted

26

-

-

-

26

Deferred tax assets

22

-

-

-

22

Goodwill

230

-

26

-

256

Other non-current non-financial assets

84

-

-

-

84

Total non-current assets

8,730

24

67

(4)

8,817

Total assets

11,030

24

67

(4)

11,117

LIABILITIES AND EQUITY

Current liabilities

2,773

-

-

-

2,773

Non-current liabilities

Loans and borrowings and other financial liabilities

1,914

-

-

1,914

Deferred tax liabilities

785

21

8

(1)

813

Provisions

203

-

-

203

Prepayment on long-term oil and petroleum products supply agreements

1,586

-

-

1,586

Other non-current liabilities

43

3

-

-

46

Total non-current liabilities

4,531

24

8

(1)

4,562

Equity

Share capital

1

-

-

-

1

Additional paid-in capital

603

-

-

-

603

Other funds and reserves

(497)

-

-

-

(497)

Retained earnings

3,202

-

(4)

(3)

3,195

Rosneft shareholders' equity

3,309

-

(4)

(3)

3,302

Non-controlling interests

417

-

63

-

480

Total equity

3,726

-

59

(3)

3,782

Total liabilities and equity

11,030

24

67

(4)

11,117

 

8. Segment information

 

The Company determines its operating segments based on the nature of their operations. The performance of these operating segments is assessed by management on a regular basis. The Exploration and production segment is engaged in field exploration and the production of crude oil and natural gas. The Refining and distribution segment is engaged in processing crude oil and other hydrocarbons into petroleum products, as well as in the purchase, sale and transportation of crude oil and petroleum products. Corporate and other unallocated activities are not part of the operating segment and include corporate activity, activities involved in field development, the maintenance of infrastructure and the functioning of the first two segments, as well as banking and finance services, and other activities. Substantially all of the Company's operations and assets are located in the Russian Federation.

 

Segment performance is evaluated based on both revenues and operating income, which are measured on the same basis as in the consolidated financial statements, but with intersegment transactions revalued at market prices.

 

Operating segments in 2017:

 

Exploration and production

Refining and distribution

Corporateand other unallocated activities

Adjustments

Consolidated

Total revenues and equity share in profits of associates and joint ventures

3,180

6,099

123

(3,388)

6,014

Including: equity share in profits of associates and joint ventures

42

16

2

-

60

Costs and expenses

Costs and expenses other than depreciation, depletion and amortization

2,076

5,919

197

(3,388)

4,804

Depreciation, depletion and amortization

462

116

8

-

586

Total costs and expenses

2,538

6,035

205

(3,388)

5,390

Operating income

642

64

(82)

-

624

Finance income

-

-

107

-

107

Finance expenses

-

-

(225)

-

(225)

Total finance expenses

-

-

(118)

-

(118)

Other income

-

-

109

-

109

Other expenses

-

-

(77)

-

(77)

Foreign exchange differences

-

-

3

-

3

Cash flow hedges reclassified to profit or loss

-

-

(146)

-

(146)

Income before income tax

642

64

(311)

-

395

Income tax expense

(120)

(10)

32

-

(98)

Net income

522

54

(279)

-

297

 

8. Segment information (continued)

 

Operating segments in 2016 (restated):

 

Exploration and production

Refining and distribution

Corporate and other unallocated activities

Adjustments

Consolidated

Total revenues and equity share in profits of associates and joint ventures

2,542

5,012

90

(2,656)

4,988

Including: equity share in profits of associates and joint ventures

17

8

1

-

26

Costs and expenses

Costs and expenses other than depreciation, depletion and amortization

1,504

4,862

134

(2,656)

3,844

Depreciation, depletion and amortization

395

88

6

489

Total costs and expenses

1,899

4,950

140

(2,656)

4,333

Operating income

643

62

(50)

-

655

Finance income

-

-

91

-

91

Finance expenses

-

-

(193)

-

(193)

Total finance expenses

-

-

(102)

-

(102)

Other income

-

-

49

-

49

Other expenses

-

-

(79)

-

(79)

Foreign exchange differences

-

-

(70)

-

(70)

Cash flow hedges reclassified to profit or loss

-

-

(147)

-

(147)

Income before income tax

643

62

(399)

-

306

Income tax expense

(130)

(12)

28

-

(114)

Net income

513

50

(371)

-

192

 

Oil and gas and petroleum products and petrochemical sales comprise the following (based on the country indicated in the bill of lading):

 

2017

2016

International sales of crude oil, petroleum products and petrochemicals

3,986

3,403

International sales of crude oil and petroleum products - CIS,other than Russia

262

183

Domestic sales of crude oil, petroleum products and petrochemicals

1,414

1,087

Sales of gas

215

214

Total oil, gas, petroleum products and petrochemicals sales

5,877

4,887

 

The Company is not dependent on any of its major customers or any one particular customer, as there is a liquid market for crude oil and petroleum products. As of December 31, 2017, the amount of current receivables from the Company's largest customer totaled RUB 59 billion, or around 9% of the Company's trade receivables.

 

9. Taxes other than income tax

 

Taxes other than income tax for the years ended December 31 comprise the following:

 

2017

2016

Mineral extraction tax

1,488

1,007

Excise tax

326

197

Property tax

38

36

Social charges

61

50

Other

6

6

Total taxes

1,919

1,296

 

 

10. Export customs duty

 

Export customs duty for the years ended December 31 comprises the following:

 

2017

2016

Export customs duty on oil sales

480

497

Export customs duty on petroleum products and petrochemicals sales

178

160

Total export customs duty

658

657

 

 

11. Finance income

 

Finance income for the years ended December 31 comprises the following:

 

2017

2016

Interest income on

Deposits and certificates of deposit

20

24

Loans issued

29

29

Notes receivable

5

4

Bonds

9

4

Long-term advances issued (Note 28)

29

8

Current/settlement accounts

1

10

Other interest income

1

-

Total interest income

94

79

Net gain from operations with derivative financial instruments

10

10

Gain from disposal of financial assets

3

-

Other finance income

-

2

Total finance income

107

91

 

 

 

12. Finance expenses

 

Finance expenses for the years ended December 31 comprise the following:

 

2017

2016

Interest expenses on

Loans and borrowings

(113)

(80)

Prepayment on long-term oil and petroleum products supply agreements (Note 33)

(81)

(90)

Other interest expenses

(5)

(7)

Total interest expenses

(199)

(177)

Increase in provision due to the unwinding of a discount

(17)

(15)

Loss from disposal of financial assets

(8)

-

Other finance expenses

(1)

(1)

Total finance expenses

(225)

(193)

 

The weighted average rates used to determine the amount of borrowing costs eligible for capitalization were 8.31% and 4.82% p.a. in 2017 and 2016, respectively.

 

 

13. Other income and expenses

 

Other income for the years ended December 31 comprises the following:

 

2017

2016

(restated)

Liability write-off

-

5

Non-cash income from disposal of subsidiaries and shares in joint operations

-

33

Compensation payment for licenses from joint venture parties

1

2

Gain on out-of-court settlement (Note 40)

100

-

Other

8

9

Total other income

109

49

 

In December 2017, the Company, PJSFC Sistema and JSC Sistema-Invest signed an amicable agreement. According to the terms of this agreement, PJSFC Sistema and JSC Sistema-Invest guarantee to compensate the Company previously caused losses amounting to RUB 100 billion (Note 40). As of December 31, 2017, the Company received cash in the amount of RUB 20 billion.

 

The effect from the disposal of subsidiaries and shares in joint operations mainly includes the effect from the restructuring of Ruhr Oel GmbH. It is calculated as the difference between the fair value of the direct shareholding acquired in the refineries in Germany - Bayernoil Raffineriegesellschaft mbH, Mineraloelraffinerie Oberrhein GmbH and PCK (Note 7) - and the carrying value of the disposed assets and liabilities of Ruhr Oel GmbH as of December 31, 2016. The effect from the restructuring of Ruhr Oel GmbH includes the cumulative foreign exchange differences recognized in other comprehensive income, accumulated in shareholders' equity and reclassified to profit upon the disposal of Ruhr Oel GmbH.

 

13. Other income and expenses (continued)

 

Other expenses for the years ended December 31 comprise the following:

 

2017

2016

(restated)

Sale and disposal of property, plant and equipment and intangible assets

(13)

(16)

Disposal of companies and non-production assets

(3)

(2)

Impairment of assets

(26)

(23)

Social payments, charity and financial aid

(20)

(16)

Other

(15)

(22)

Total other expenses

(77)

(79)

 

 

14. Personnel expenses

 

Personnel expenses for the years ended December 31 comprise the following:

 

2017

2016

Salary

249

211

Statutory insurance contributions

62

51

Expenses on non-statutory defined contribution plan

7

5

Other employee benefits

13

11

Total personnel expenses

331

278

 

Personnel expenses are included in Production and operating expenses, General and administrative expenses and Other expenses in the consolidated statement of profit or loss.

 

 

15. Operating leases

 

Operating lease agreements have various terms and conditions and primarily consist of indefinite tenancy agreements for the lease of land plots under oilfield pipelines and petrol stations, agreements for the lease of rail cars and rail tank cars for periods over 12 months, and agreements for the lease of land plots for industrial sites of the Company's oil refining plants. The agreements provide for an annual revision of the rental rates and contractual terms and conditions.

 

Total operating lease expenses for the years ended December 31, 2017 and 2016 amounted to RUB 28 billion and RUB 28 billion, respectively. The expenses were recognized within Production and operating expenses, General and administrative expenses and Other expenses in the consolidated statement of profit or loss.

 

Future minimum lease payments under non-cancellable operating leases as of December 31 are as follows:

 

2017

2016

Less than 1 year

29

26

From 1 to 5 years

82

83

Over 5 years

198

188

Total future minimum lease payments

309

297

 

 

16. Income tax

 

Income tax expenses for the years ended December 31 comprise the following:

 

2017

2016

(restated)

Current income tax

123

39

Prior period adjustments

(3)

(4)

Current income tax expense

120

35

Deferred tax relating to the origination and reversal of temporary differences

(22)

79

Deferred income tax (benefit)/expense

(22)

79

Total income tax expense

98

114

 

In 2017 and 2016, the Company's subsidiaries domiciled in the Russian Federation applied the standard Russian income tax rate of 20%, except for applicable regional tax relief. The income tax rates applicable for subsidiaries incorporated in other jurisdictions may vary from 20% and are calculated according to local regulations.

 

Temporary differences between these consolidated financial statements and tax records gave rise to the following deferred income tax assets and liabilities:

 

Consolidated balance sheet

as of December 31,

Consolidated statement ofprofit or loss for the years,ended December 31,

2017

2016

(restated)

2017

2016

(restated)

Other short-term financial assets

2

6

(2)

3

Short-term accounts receivable

7

7

-

2

Property, plant and equipment

14

10

4

2

Short-term accounts payable and accrued liabilities

13

9

4

-

Other current liabilities

16

20

(4)

(3)

Long-term loans and borrowings and other financial liabilities

4

5

(1)

(1)

Long-term provisions

9

10

(1)

-

Tax loss carry forward

58

29

28

(69)

Other

9

8

1

1

Less: deferred tax liabilities offset

(106)

(82)

-

-

Deferred tax assets

26

22

29

(65)

Short-term accounts receivable

(1)

(6)

5

(5)

Inventories

(13)

(10)

(3)

(4)

Property, plant and equipment

(615)

(596)

(15)

(11)

Mineral rights

(267)

(261)

7

7

Intangible assets

(4)

(5)

1

3

Investments in associates and joint ventures

(10)

(9)

(1)

(2)

Other

(9)

(8)

(1)

(2)

Less: deferred tax assets offset

106

82

-

-

Deferred tax liabilities

(813)

(813)

(7)

(14)

Deferred income tax (expense)/benefit

22

(79)

Net deferred tax liabilities

(787)

(791)

Recognized in the consolidated balance sheet as following

Deferred tax assets

26

22

Deferred tax liabilities

(813)

(813)

Net deferred tax liabilities

(787)

(791)

 

16. Income tax (continued)

 

The reconciliation of net deferred tax liabilities is as follows:

 

2017

2016

(restated)

As of January 1

(791)

(557)

Deferred income tax (expense)/benefit, recognized in the consolidated statement of profit or loss

22

(79)

Acquisition of subsidiaries and shares in joint operations (Note 7)

(13)

(157)

Deferred tax expenses recognized in other comprehensive income

(5)

2

As of December 31

(787)

(791)

 

The reconciliation between tax expense and the product of accounting profit multiplied by the 20% tax rate for the years ended December 31 is as follows:

 

2017

2016

(restated)

Income before income tax

395

306

Income tax at statutory rate of 20%

79

61

Increase/(decrease) resulting from:

Effect of change in unrecognized deferred tax assets

4

6

Effect of income tax rates in other jurisdictions

2

4

Effect of special tax treatments

2

3

Effect of income tax relief

(12)

(16)

Effect of equity share in profits of associates and joint ventures

(8)

(3)

Effect of tax on intercompany dividends

1

7

Effect of tax on controlled investments in foreign subsidiaries

2

-

Effect from goodwill write-off

1

-

Effect from disposal of a subsidiary

(1)

-

Effect from sale of shares in subsidiaries

-

38

Effect from restructuring of joint ventures

-

(6)

Effect of prior period adjustments

1

1

Effect of non-taxable income and non-deductible expenses

27

19

Income tax

98

114

 

Unrecognized deferred tax assets in the consolidated balance sheet for the years ended December 31, 2017 and 2016 amounted to RUB 55 billion and RUB 48 billion, respectively, related to unused tax losses. In respect of recognized deferred tax assets on tax losses carried forward management considers it probable that future taxable profits will be available for the Company against which these tax losses can be utilized.

 

The total amount of temporary differences associated with investment in subsidiaries, for which deferred tax liabilities have not been recognized, amounted RUB 653 billion as of December 31, 2017.

 

In 2014 certain amendments were introduced in Russian tax legislation in respect of the profit of controlled foreign companies and income of foreign entities. According to these changes undistributed profit of foreign subsidiaries recognized as controlled foreign companies may form an additional tax base for Rosneft and for certain Russian subsidiaries holding investments in foreign entities. In particular, undistributed 2017 profits of controlled foreign companies are included in the Company's tax base as of December 31, 2018 and recorded in the tax declaration. The consequences of taxation of controlled foreign companies are accounted for within current and deferred tax liabilities.

 

 

 

17. Non-controlling interests

 

Non-controlling interests include:

 

As of December 31, 2017

2017

As of December 31, 2016

2016

 

Non-

controlling interest

(%)

Non-

controlling interest

as of the end

of the year

Non-

controlling interest in net income

Non-

controlling interest

(%)

Non-

controlling interest

as of the end

of the year

(restated)

Non-

controlling interest in net income

(restated)

PJSC Bashneft Oil Company

39.67

221

40

39.67

191

-

JSC Vankorneft

49.90

140

28

49.90

141

13

LLC Taas-Yuriakh Neftegazodobycha

49.90

104

3

49.90

92

2

PJSC Verkhnechonskneftegaz

20.05

43

3

0.06

-

-

LLC Sorovskneft

39.67

20

1

39.67

19

-

PJSC Ufaorgsintez

42.66

19

1

42.66

18

-

LLC Bashneft-Dobycha

39.67

7

1

39.67

6

-

Non-controlling interests in other entities

various

10

(2)

various

13

3

Total non-controlling interests

564

75

480

18

 

On June 29, 2017 the Company completed the sale of a 20% share in PJSC Verkhnechonskneftegaz, a subsidiary, to Beijing Gas Singapore Private Limited, a subsidiary of Beijing Gas Group Co., Ltd. for a consideration of US$ 1.1 billion (RUB 65 billion at the CBR official exchange rate at the transaction closing date).

 

In May 2016 the Company sold a 15% share in its subsidiary JSC Vankorneft to Oil and Natural Gas Corporation Videsh Limited for a consideration of RUB 72 billion.

 

In October 2016 the Company sold a 23.9% share in JSC Vankorneft to a consortium of companies, including Oil India Ltd, Indian Oil Corporation and Bharat Petroresources (the "Consortium") for a consideration of RUB 111 billion.

 

In October 2016 the Company sold an 11% share in JSC Vankorneft to a subsidiary of Oil and Natural Gas Corporation Videsh Limited for a consideration of RUB 52 billion.

 

In October 2016 the Company sold a 29.9% share in its subsidiary LLC Taas-Yuriakh Neftegazodobycha to the Consortium for a consideration of RUB 73 billion.

 

In October 2016 the Company acquired 50.0755% of shares in PJSC Bashneft Oil Company for a cash consideration of RUB 330 billion. The total non-controlling interest in PJSC Bashneft Oil Company and its subsidiaries recognized at the acquisition date, including the outcome of the voluntary offer to acquire PJSC Bashneft Oil Company ordinary shares held by minority shareholders, amounted to RUB 234 billion (Note 7). The total non-controlling interest in PJSC Bashneft Oil Company and its subsidiaries is valued at the fair value at the date of acquisition.

 

 

17. Non-controlling interests (continued)

 

The summarized financial information of subsidiaries that have material non-controlling interests is provided below. This information is based on amounts before inter-company eliminations.

 

Summarized statement of

comprehensive income for 2017

PJSC BashneftOil Company

JSC Vankorneft

LLC Taas-Yuriakh Neftegazodobycha

Revenues

614

330

29

Costs and other income and expenses

(486)

(260)

(21)

Income before income tax

128

70

8

Income tax expense

(27)

(12)

(2)

Net income

101

58

6

incl. attributable to non-controlling interests

40

28

3

 

Summarized statement of

comprehensive income for 2016

PJSC BashneftOil Company*

(restated)

JSC Vankorneft

LLC Taas-Yuriakh Neftegazodobycha

Revenues

135

299

25

Costs and other income and expenses

(136)

(202)

(19)

Income before income tax

(1)

97

6

Income tax expense

-

(16)

(1)

Net income

(1)

81

5

incl. attributable to non-controlling interests

-

13

2

* From the acquisition date.

 

Summarized balance sheetas at December 31, 2017

PJSC BashneftOil Company

JSC Vankorneft

LLC Taas-Yuriakh Neftegazodobycha

Current assets

324

71

11

Non-current assets

792

292

215

Total assets

1,116

363

226

Current liabilities

234

36

7

Non-current liabilities

234

35

28

Equity

648

292

191

Total equity and liabilities

1,116

363

226

incl. non-controlling interests

221

140

104

 

Summarized balance sheetas at December 31, 2016

PJSC BashneftOil Company

(restated)

JSC Vankorneft

LLC Taas-Yuriakh Neftegazodobycha

Current assets

212

99

12

Non-current assets

832

266

189

Total assets

1,044

365

201

Current liabilities

205

35

7

Non-current liabilities

265

36

27

Equity

574

294

167

Total equity and liabilities

1,044

365

201

incl. non-controlling interests

191

141

92

 

18. Earnings per share

 

For the years ended December 31 basic and diluted earnings per share comprise the following:

 

2017

2016

(restated)

Net income attributable to shareholders of Rosneft

222

174

Weighted average number of issued common shares outstanding (millions)

10,598

10,598

Total basic and diluted earnings per share (RUB)

20.95

16.42

 

 

19. Cash and cash equivalents

 

Cash and cash equivalents consist of the following:

 

As of December 31,

2017

2016

Cash on hand and in bank accounts in RUB

44

25

Cash on hand and in bank accounts in foreign currencies

124

153

Deposits and other cash equivalents in RUB

142

609

Other

12

3

Total cash and cash equivalents

322

790

 

Cash accounts denominated in foreign currencies represent primarily cash in U.S. dollars.

 

Deposits are interest bearing and denominated primarily in RUB.

 

Restricted cash includes the obligatory reserve of subsidiary banks with the CBR in the amount of RUB 4 billion and RUB 2 billion as of December 31, 2017 and 2016, respectively.

 

 

20. Other short-term financial assets

 

Other short-term financial assets comprise the following:

 

As of December 31,

2017

2016

(restated)

Financial assets available-for-sale

Bonds and promissory notes

135

116

Stocks and shares

44

187

Financial assets held-to-maturity

Bonds

1

2

Loans and accounts receivable

Loans granted

13

4

Loans issued to associates

32

22

Notes receivable, net of allowance

66

55

Loans granted under reverse repurchase agreements

-

2

Deposits and certificates of deposit

44

54

Held-for-trading financial assets at fair value through profit or loss

Corporate bonds

-

2

State bonds

1

2

Total other short-term financial assets

336

446

 

20. Other short-term financial assets (continued)

 

As of December 31, 2017 and 2016 available-for-sale bonds and notes comprise the following:

 

Type of security

2017

2016

Balance

Interest rate p.a.

Dateof maturity

Balance

Interest rate p.a.

Dateof maturity

State and municipal bonds

33

5.0-14.15%

January 2018 - March 2033

65

7.5-14.15%

October 2017 - March 2030

Corporate bonds

79

3.08-14.25%

January 2018 - September 2032

31

3.72-12.85%

January 2017 - September 2032

Bank of Russia bonds

4

7.75%

January 2018

-

Promissory notes

19

4.37%

September 2018

20

11.7%

December 2021

Total

135

116

 

As of December 31, 2017 and 2016 held-to-maturity bonds comprise the following:

 

Type of security

2017

2016

Balance

Interest rate p.a.

Dateof maturity

Balance

Interest rate p.a.

Dateof maturity

State and municipal bonds

1

7.7-11.4%

July 2018 - December 2034

1

7.94-12.1%

June 2017 - November 2019

Corporate bonds

-

1

5.38-6.0%

February 2017 - April 2017

Total

1

2

 

As of December 31, 2017, notes receivable include corporate notes receivable that are denominated in U.S. dollars with a nominal interest rate from 3.8% to 4.5% p.a. and maturity through January 2022, as well as discounted corporate notes receivable that are denominated in U.S. dollars with a rate of return of 4.5% p.a. and maturity through February 2018.

 

As of December 31, 2016, notes receivable include corporate notes receivable that are denominated in euro with a nominal interest rate of 2.845% p.a. and maturity through April 2017, as well as discounted corporate notes receivable that are denominated in U.S. dollars with a rate of return of 4.5% p.a. and maturity through February 2017.

 

As of December 31, 2017, deposits and certificates of deposit denominated in U.S. dollars amount to RUB 39 billion and earn interest ranging from 2.0% to 3.7% p.a. Deposits and certificates of deposit denominated in RUB amount to RUB 3 billion and bear interest rates ranging from 7.2% to 7.56% p.a.

 

As of December 31, 2016, deposits and certificates of deposit denominated in U.S. dollars amount to RUB 47 billion and earn interest ranging from 1.1% to 4.0% p.a. Deposits and certificates of deposit denominated in RUB amount to RUB 7 billion and bear interest rates ranging from 9.9% to 14.0% p.a.

 

20. Other short-term financial assets (continued)

 

As of December 31, 2017 and 2016 trading securities comprise the following:

 

Type of security

2017

2016

Balance

Interest rate p.a.

Dateof maturity

Balance

Interest rate

p.a.

Dateof maturity

State and municipal bonds

1

7.28-10.9%

July 2018 -July 2021

2

2.5-10.9%

April 2017 - August 2023

Corporate bonds

-

2

5.38-11.7%

February 2017 - September 2032

Total

1

4

 

 

21. Accounts receivable

 

Accounts receivable include the following:

 

As of December 31,

2017

2016

(restated)

Trade receivables

658

437

Banking loans to customers

108

50

Other accounts receivable

116

29

Total

882

516

Allowance for doubtful accounts

(39)

(30)

Total accounts receivable, net of allowance

843

486

 

The allowance for doubtful accounts is recognized at each balance sheet date based on estimates of the Company's management regarding the expected cash inflows to repay accounts receivable.

 

The Company recognized an allowance for doubtful accounts for all significant past due accounts receivable as of December 31, 2017 and 2016.

 

As of December 31, 2017 and 2016 accounts receivable were not pledged as collateral for loans and borrowings provided to the Company.

 

 

22. Inventories

 

Inventories comprise the following:

 

As of December 31,

2017

2016

Crude oil and gas

88

67

Petroleum products and petrochemicals

158

137

Materials and supplies

78

79

Total

324

283

 

Petroleum products and petrochemicals include those designated both for sale and for own use.

 

22. Inventories (continued)

 

For the years ended December 31:

 

2017

2016

Cost of inventories recognized as an expense during the period

977

795

 

The cost of inventories recognized as an expense during the period is included in Production and operating expenses, Cost of purchased oil, gas, petroleum products and refining costs, and General and administrative expenses in the consolidated statement of profit or loss.

 

 

23. Prepayments and other current assets

 

Prepayments comprise the following:

 

As of December 31,

2017

2016

Value added tax and excise receivable

180

166

Prepayments to suppliers

210

64

Settlements with customs

37

29

Profit and other tax payments

19

23

Other

8

11

Total prepayments and other current assets

454

293

 

Settlements with customs primarily represent export duties related to the export of crude oil and petroleum products (Note 10). 

 

 

24. Property, plant and equipment and construction in progress

 

Explorationand production

Refining and distribution

Corporate and other unallocated activities

Total

Cost as of January 1, 2016 (restated)

6,410

1,525

94

8,029

Depreciation, depletion and impairment losses as of January 1, 2016 (restated)

(1,849)

(289)

(32)

(2,170)

Net book value as of January 1, 2016 (restated)

4,561

1,236

62

5,859

Prepayments for property, plant and equipmentas of January 1, 2016

9

27

6

42

Total as of January 1, 2016 (restated)

4,570

1,263

68

5,901

Cost

Acquisitions of subsidiaries and shares in joint operations (Note 7)

542

445

15

1,002

Additions

652

116

27

795

including capitalized expenses on loans and borrowings

46

17

1

64

Disposals and other movements

(40)

(23)

(12)

(75)

Foreign exchange differences

(73)

(11)

(5)

(89)

Cost of asset retirement (decommissioning) obligations

22

-

-

22

As of December 31, 2016 (restated)

7,513

2,052

119

9,684

Depreciation, depletion and impairment losses

Depreciation and depletion charge

(403)

(87)

(5)

(495)

Disposals and other movements

25

4

6

35

Impairment of assets

(1)

(1)

-

(2)

Foreign exchange differences

54

2

1

57

As of December 31, 2016 (restated)

(2,174)

(371)

(30)

(2,575)

Net book value as of December 31, 2016 (restated)

5,339

1,681

89

7,109

Prepayments for property, plant and equipment as of December 31, 2016

21

16

5

42

Total as of December 31, 2016 (restated)

5,360

1,697

94

7,151

Cost

Acquisitions of subsidiaries and shares in joint operations (Note 7)

277

-

4

281

Additions

948

125

20

1,093

including capitalized expenses on loans and borrowings

105

39

-

144

Disposals and other movements

(25)

(17)

(2)

(44)

Foreign exchange differences

(23)

12

(2)

(13)

Cost of asset retirement (decommissioning) obligations

29

-

-

29

As of December 31, 2017

8,719

2,172

139

11,030

Depreciation, depletion and impairment losses

Depreciation and depletion charge

(474)

(113)

(9)

(596)

Disposals and other movements

11

8

1

20

Impairment of assets

(4)

(2)

(7)

(13)

Foreign exchange differences

13

-

1

14

As of December 31, 2017

(2,628)

(478)

(44)

(3,150)

Net book value as of December 31, 2017

6,091

1,694

95

7,880

Prepayments for property, plant and equipment as of December 31, 2017

9

7

27

43

Total as of December 31, 2017

6,100

1,701

122

7,923

 

24. Property, plant and equipment and construction in progress (continued)

 

The cost of construction in progress included in property, plant and equipment was RUB 2,013 billion and RUB 1,570 billion as of December 31, 2017 and 2016, respectively.

 

The depreciation charge for the years ended December 31, 2017 and 2016 includes depreciation which was capitalized as part of the construction cost of property, plant and equipment and the cost of inventory in the amount of RUB 15 billion and RUB 13 billion, respectively.

 

As of December 31, 2016 and 2015, certain items of property, plant and equipment previously allocated to the Refining and distribution and the Corporate and other unallocated activities segments were reallocated to the Exploration and production and Refining and distribution segments due to amendments to the management structure.

 

The Company capitalized RUB 144 billion (including RUB 117 billion in capitalized interest expense) and RUB 64 billion (including RUB 64 billion in capitalized interest expense) of expenses on loans and borrowings in 2017 and 2016, respectively.

 

During 2017 and 2016 the Company received government grants for capital expenditures in the amount of RUB 8 billion and RUB 8 billion, respectively. Grants are accounted for as a reduction of additions in the Exploration and production segment.

 

Exploration and evaluation assets

 

Exploration and evaluation assets included in the Exploration and production segment, including mineral rights to unproved properties, comprise the following:

 

2017

2016 (restated)

Cost as of January 1

243

251

Impairment losses as of January 1

-

(13)

Net book value as of January 1

243

238

Cost

Acquisition of subsidiaries (Note 7)

47

7

Acquisition of interest in joint arrangements

37

-

Capitalized expenditures

71

26

Reclassified to development assets

(8)

(18)

Expensed

(2)

(5)

Utilization of impairment reserve

-

(13)

Foreign exchange differences

(2)

(5)

As of December 31

386

243

Impairment losses

Utilization/(accrual) of impairment reserve

-

13

As of December 31

-

-

Net book value as of December 31

386

243

 

Provision for asset retirement (decommissioning) obligations

 

The provision for asset retirement (decommissioning) obligations was RUB 98 billion and RUB 99 billion as of December 31, 2017 and 2016, respectively, and included in Property, plant and equipment.

 

 

25. Intangible assets and goodwill

 

Intangible assets and goodwill comprise the following:

 

Rights for land lease

Otherintangibleassets

Totalintangibleassets

Goodwill

Cost as of January 1, 2016

36

30

66

230

Amortization as of January 1, 2016

(12)

(6)

(18)

-

Net book value as of January 1, 2016

24

24

48

230

Cost

Additions

19

19

Acquisition of subsidiaries (Note 7)

3

3

26

Disposals

(1)

(4)

(5)

Foreign exchange differences

(1)

(1)

As of December 31, 2016 (restated)

34

48

82

256

Amortization

Amortization charge

(2)

(5)

(7)

Disposal of amortization

1

1

Foreign exchange differences

1

1

As of December 31, 2016 (restated)

(13)

(10)

(23)

Net book value as of December 31, 2016 (restated)

21

38

59

256

Cost

Additions

-

10

10

-

Acquisition of subsidiaries (Note 7)

-

26

26

13

Disposals

-

(18)

(18)

(4)

Foreign exchange differences

-

-

-

-

As of December 31, 2017

34

66

100

265

Amortization

Amortization charge

(2)

(5)

(7)

-

Disposal of amortization

-

1

1

-

Foreign exchange differences

-

-

-

-

As of December 31, 2017

(15)

(14)

(29)

-

Net book value as of December 31, 2017

19

52

71

265

 

The Company performs its annual goodwill impairment test as of October 1 of each year. The impairment test is carried out at the beginning of the fourth quarter of each year using the data that was appropriate at that time. The excess of fair value over identified net assets comprised RUB 1,639 billion and RUB 239 billion for the Exploration and production and Refining and distribution segments, respectively. As a result of the annual test, no impairment of goodwill was identified in 2017 and 2016.

 

Goodwill acquired through business combinations is allocated to the relevant groups of cash generating units that are its operating segments - the Exploration and production segment and the Refining and distribution segment. In assessing whether goodwill has been impaired, the current values of the operating segments (including goodwill) were compared with their estimated value in use.

 

As of December 31,

2017

2016

(restated)

Goodwill

Exploration and production

85

76

Refining and distribution

180

180

Total

265

256

 

25. Intangible assets and goodwill (continued)

 

The Company has estimated the value in use of the operating segments using a discounted cash flow model. Future cash flows have been adjusted for risks specific to each segment and discounted using a rate that reflects current market assessments of the time value of money and the risks specific to each segment, for which the future cash flow estimates have not been adjusted.

 

The Company's business plan, approved by the Company's Board of Directors, is the primary source of information for the determination of the operating segments' value in use. The business plan contains internal forecasts of oil and gas production, refinery throughputs, sales volumes of various types of refined products, revenues, operating and capital expenditures. As an initial step in the preparation of these plans, various assumptions, such as oil prices, natural gas prices, refining margins, petroleum product margins and cost inflation rates, are set. These assumptions take into account existing prices, U.S. dollar and RUB inflation rates, other macroeconomic factors and historical trends, as well as market volatility.

 

In determining the value in use for each of the operating segments, twelve-year period cash flows calculated on the basis of the Company management's forecasts have been discounted and aggregated with the segments' terminal value. The use of a forecast period longer than five years originates from the industry's average investment cycle. In determining the terminal value of the Company's segments in the post-forecast period the Gordon model was used.

 

Key assumptions applied to the calculation of value in use

 

Discounted cash flows are most sensitive to changes in the following factors:

· The discount rate

The discount rate calculation is based on the Company's weighted average cost of capital adjusted to reflect the pre-tax discount rate and amounts to 12.4% p.a. in 2017 (13.4% p.a. in 2016).

· The estimated average annual RUB / U.S. dollar exchange rate

The average annual RUB / U.S. dollar exchange rate applied was as follows: RUB 64.7 for 2018, RUB 66.9 for 2019, RUB 68.0 for 2020 and RUB 67.0 from 2021 onwards.

· Oil and petroleum products prices

The forecasted Urals oil price applied was as follows: RUB 2,834 per barrel for 2018, RUB 2,783 per barrel for 2019, RUB 2,883 per barrel for 2020 and RUB 3,015 per barrel from 2021 onwards. The Company's petroleum products price forecasts with regard to the main sales destinations are based on these oil prices with a weighted average price of petroleum products (excluding petrochemicals) of RUB 25.9 thousand per tonne, RUB 25.7 thousand per tonne, RUB 27.0 thousand per tonne and RUB 28.6 thousand per tonne for 2018, 2019, 2020 and from 2021 onwards, respectively.

· Production volumes

Estimated production volumes were based on detailed data for the fields and take into account the field development plans approved by management through the long-term planning process.

 

Sensitivity to changes in assumptions

 

The effects of changes in key assumptions are as follows:

 

Changes in the pre-tax weighted average cost of capital - the long-term increase in the weighted average cost of capital above 12.8% may have a significant effect on the discounted cash flows of the Refining and distribution segment and may lead to the segment's goodwill impairment.

25. Intangible assets and goodwill (continued)

 

Sensitivity to changes in assumptions (continued)

 

Changes in oil and petroleum products prices - the long-term decrease in oil prices below RUB 2,901 per barrel for the period 2018 onwards may have a significant effect on the discounted cash flows of the Refining and distribution segment and may lead to the segment's goodwill impairment. A similar effect can be caused by a long-term decrease (in the forecast period from 2018 onwards) in the weighted average price of petroleum products (excluding petrochemicals) below RUB 27.9 thousand per tonne with oil prices at forecast levels.

 

Changes in tax regime - the Russian oil industry tax regime has a significant influence on the rate of return of the Refining and distribution segment's refining operations. In case the current tax regime remains unchanged in the long-term, there is a possibility that estimated discounted cash flows will decrease resulting in a goodwill impairment of the segment.

 

As of December 31, 2017 and 2016 the Company did not have any intangible assets with indefinite useful lives. As of December 31, 2017 and 2016 no intangible assets have been pledged as collateral.

 

 

26. Other long-term financial assets

 

Other long-term financial assets comprise the following:

 

As of December 31,

2017

2016

Bonds

13

1

Bank deposits

542

494

Financial assets available for sale:

Shares of PJSC INTER RAO UES

4

5

Shares of PJSC Russian Grids

1

2

Shares of JSC Modern Shipbuilding Technology

11

4

Long-term loans issued to associates and joint ventures

25

287

Long-term loans

5

12

Other

5

3

Total other long-term financial assets

606

808

 

Bank deposits of the Company are listed in rubles, US dollars and euros at interest rates ranging from 4.9% to 7.9% p.a.

 

Bonds consist of by federal loan bonds and are held on the balance sheet of JSCB Peresvet.

 

As of December 31, 2017 and 2016, there were no overdue long-term financial assets for which no impairment provision was created.

 

No long-term financial assets were pledged as collateral as of December 31, 2017 and 2016.

 

As of December 31, 2017 and 2016, no long-term financial assets were received by the Company as collateral.

27. Investments in associates and joint ventures

 

Investments in associates and joint ventures comprise the following:

 

Name of investee

Country

Company's share

as of December 31,2017, %

As of December 31,

2017

2016

Joint ventures

Rosneft-Shell Caspian Ventures Limited

Russia

51.00

-

1

Taihu Ltd (OJSC Udmurtneft)

Cyprus

51.00

47

41

Fuel-filling complex of Vnukovo (Lanard Holdings Limited)

Russia

50.00

18

18

Arktikshelfneftegaz CJSC

Russia

50.00

2

2

National Oil Consortium LLC

Russia

80.00

24

24

OJSC NGK Slavneft

Russia

49.94

156

149

TNK Trading International S.A.

Switzerland

59.95

-

6

SIA ITERA Latvija

Latvia

66.00

4

3

PetroMonagas S.A.

Venezuela

40.00

46

41

PETROVICTORIA S.A.

Venezuela

40.00

25

26

Nizhnevartovskaya TPP JSC (NVGRES Holdings Limited )

Russia

25.01

4

6

RN Pechora LLC

Russia

50.10

8

8

Messoyahaneftegaz JSC

Russia

50.00

15

-

Associates

Petrocas Energy International Ltd

Cyprus

49.00

9

8

Purgaz CJSC

Russia

49.00

39

39

Essar Oil Limited

India

49.13

227

18

Other associates

various

various

14

21

Total associates and joint ventures

638

411

 

The equity share in profits/(losses) of associates and joint ventures comprises the following:

 

 

Company's share

as of December 31,2017, %

Share in income/(loss)of equity investees

2017

2016

Taihu Ltd

51.00

7

10

OJSC NGK Slavneft

49.94

7

5

Messoyahaneftegaz JSC

50.00

11

(1)

National Oil Consortium LLC

80.00

1

(1)

PetroMonagas S.A.

40.00

8

2

Petroperija S.A.

40.00

5

-

Boqueron S.A.

26.66

4

-

TNK Trading International S.A.

59.95

10

6

Essar Oil Limited

49.13

5

-

Petrocas Energy International Ltd

49.00

1

-

Other

various

1

5

Total equity share in profits of associates and joint ventures

60

26

 

 

27. Investments in associates and joint ventures (continued)

 

The unrecognized share of losses of associates and joint ventures comprises the following:

 

Name of investee

As of December31,

2017

2016

LLC Veninneft

2

2

LLP Adai Petroleum Company

7

6

Boqueron S.A.

6

1

Petroperija S.A.

3

-

Total unrecognized share of losses of associates and joint ventures

18

9

 

Financial information of significant associates and joint ventures as of December 31, 2017 and 2016 is presented below:

 

As of December 31,

Taihu Ltd

2017

2016

Cash and cash equivalents

21

10

Accounts receivable

19

12

Other current assets

2

2

Other non-current assets

89

86

Total assets

131

110

Short-term loans and borrowings

-

(3)

Income tax liabilities

-

-

Other current liabilities

(17)

(14)

Long-term loans and borrowings

(1)

-

Deferred tax liabilities

(5)

(6)

Other non-current liabilities

(9)

(7)

Total liabilities

(32)

(30)

Net assets

99

80

One-off adjustment in accordance with the joint-stock agreement

(6)

-

The Company's share, %

51.00

51.00

The Company's total share in net assets

47

41

 

 

Taihu Ltd

2017

2016

Revenues

114

101

Finance income

1

-

Finance expenses

(1)

(1)

Depreciation, depletion and amortization

(5)

(5)

Other expenses

(84)

(70)

Income before income tax

25

25

Income tax

(5)

(5)

Net income

20

20

One-off adjustment in accordance with the joint-stock agreement

(6)

-

The Company's share, %

51.00

51.00

The Company's total share in net income

7

10

 

27. Investments in associates and joint ventures (continued)

 

The Company's share of the currency translation effect amounted to a loss of RUB 1 billion and an income of RUB 2 billion for the years ended December 31, 2017 and 2016, respectively, which was included in foreign exchange differences in the translation of foreign operations in the consolidated statement of other comprehensive income for 2017 and 2016.

 

As of December 31,

OJSC NGK Slavneft

2017

2016

Cash and cash equivalents

4

4

Accounts receivable

45

11

Other current assets

11

11

Other non-current assets

447

425

Total assets

507

451

Short-term loans and borrowings

(10)

(27)

Tax liabilities

(27)

(23)

Other current liabilities

(29)

(23)

Long-term loans and borrowings

(88)

(43)

Deferred tax liabilities

(19)

(17)

Other non-current liabilities

(22)

(19)

Total liabilities

(195)

(152)

Net assets

312

299

The Company's share, %

49.94

49.94

The Company's total share in net assets

156

149

 

 

OJSC NGK Slavneft

2017

2016

Revenues

241

215

Finance income

1

2

Finance expenses

(7)

(7)

Depreciation, depletion and amortization

(47)

(52)

Other expenses

(171)

(141)

Gain before income tax

17

17

Income tax

(4)

(6)

Net income

13

11

The Company's share, %

49.94

49.94

The Company's total share in net income

7

5

 

Investments in Essar Oil Limited

 

In August 2017 the Company completed the acquisition of a 49% stake in Essar Oil Limited, a modern oil refinery in the Asia-Pacific region in Vadinar, India, with integrated infrastructure. Essar Oil Limited owns a large petrol station chain in India operating under the Essar brand. The acquisition price totaled US$ 3.9 billion (RUB 230 billion at the CBR official exchange rates at the payment dates).

 

Investments in Venezuela

 

In May 2016 the Company increased its stake in the Petromonagas joint venture with the state oil company of Venezuela Petróleos de Venezuela SA ("PDVSA") from 16.7% to 40%. The share of PDVSA was reduced to 60%. The cost of the additional share acquisition was US$ 500 million (RUB 33 billion at the CBR official exchange rate at the date of the transaction).

28. Other non-current non-financial assets

 

Other non-current non-financial assets comprise the following:

 

As of December 31,

2017

2016

Long-term advances issued

282

83

Other

3

1

Total other non-current non-financial assets

285

84

 

In April 2017 the Company made an advance payment of US$ 1.0 billion (RUB 57 billion at the CBR official exchange rate at the transaction date) under a Petróleos de Venezuela, S.A. crude oil purchase contract. During the year 2017 the Company made advance payments totaling US$ 2.1 billion (RUB 122 billion at the CBR official exchange rates at the transaction dates) under a Kurdistan Government crude oil purchase contract.

 

 

29. Accounts payable and accrued liabilities

 

Accounts payable and accrued liabilities comprise the following:

 

As of December 31,

2017

2016

(restated)

Financial liabilities

Accounts payable to suppliers and contractors

451

337

Current operating liabilities of subsidiary banks

333

134

Voluntary offer to acquire PJSC Bashneft Oil Company shares

-

50

Salary and other benefits payable

81

80

Dividends payable

5

-

Other accounts payable

46

22

Total financial liabilities

916

623

Non-financial liabilities

Short-term advances received

55

53

Total accounts payable and accrued liabilities

971

676

 

Trade and other payables are non-interest bearing.

 

 

 

30. Loans and borrowings and other financial liabilities

 

Loans and borrowings comprise the following:

 

As of December 31,

Currency

2017

2016

(restated)

Long-term

Bank loans

RUB

326

173

Bank loans

US$, euro

878

1,107

Bonds

RUB

427

321

Eurobonds

US$

213

337

Borrowings

RUB

71

31

Borrowings

euro

-

1

Other borrowings

US$

224

613

Other borrowings

RUB

16

16

Less: current portion of long-term loans and borrowings

(545)

(710)

Long-term loans and borrowings

1,610

1,889

Finance lease liabilities

32

22

Other long-term financial liabilities

146

4

Less: current portion of long-term finance lease liabilities

(5)

(1)

Total long-term loans and borrowings and other financial liabilities

1,783

1,914

Short-term

Bank loans

RUB

237

101

Bank loans

US$, euro

10

21

Borrowings

US$

-

33

Other borrowings

RUB

919

516

Other borrowings

US$

346

94

Current portion of long-term loans and borrowings

545

710

Short-term loans and borrowings and current portion of long-term loans and borrowings

2,057

1,475

Current portion of long-term finance lease liabilities

5

1

Other short-term financial liabilities

93

4

Short-term liabilities related to derivative financial instruments

74

98

Total short-term loans and borrowings and other financial liabilities

2,229

1,578

Total loans and borrowings and other financial liabilities

4,012

3,492

 

Long-term loans and borrowings

 

Long-term bank loans comprise the following:

 

Currency

Interest rate p.a.

Maturity date

As of December 31,

2017

2016

US$

LIBOR + 1.00% - LIBOR + 3.50%

2018-2029

869

1,081

EUR

EURIBOR + 0.35% - EURIBOR + 2.00%

2019-2020

10

27

RUB

8.30% - 9.75%

2018-2024

326

173

Total

1,205

1,281

Debt issue costs

(1)

(1)

Total long-term bank loans

1,204

1,280

 

30. Loans and borrowings and other financial liabilities (continued)

 

Long-term loans and borrowings (continued)

 

Long-term bank loans from foreign banks to finance special-purpose business activities denominated in US$ are partially secured by oil export contracts. If the Company fails to make timely debt repayments, the terms of such contracts normally provide the lender with the express right of claim to contractual revenue in the amount of the late loan repayments, which the purchaser generally remits directly through transit currency accounts with the lender banks. The outstanding balance of Accounts receivable arising from such contracts amounts to RUB 22 billion and RUB 24 billion as of December 31, 2017 and 2016, respectively, and is included in Trade receivables of purchasers and customers.

 

In March 2013, the Company drew down four long-term unsecured loans from a group of international banks for a total of US$ 31 billion to finance the acquisition of TNK-BP. Two of these four loans were fully repaid in previous years. In December 2017 the Company fully repaid the third one. As of December 31, 2017 the total debt and accrued interest on the outstanding loan with a floating rate and maturity in February 2018 amounted to US$ 0.2 billion (RUB 11.3 billion at the CBR official exchange rate as of December 31, 2017), including accrued interest.

 

For the year ended 31 December 2017, the Company drew down long-term funds from Russian banks: under a floating rate with repayable periods in 2020-2022 and 2024, and fixed rate loans with repayable periods in 2020-2023.

 

30. Loans and borrowings and other financial liabilities (continued)

 

Long-term loans and borrowings (continued)

Interest-bearing RUB denominated bearer bonds in circulation comprise the following:

Security ID

Date of issue

Total volume in RUB billions

Coupon

(%)

As of December 31,

Date of maturity

2017

2016

Bonds

04,05

10.2012

10.2022[1]

20

7.90%

20

20

Bonds

07,08

03.2013

03.2023

30

8.00%

31

31

Bonds

06,09,10

06.2013

05.2023

40

7.95%

40

40

SE Bonds 4

БО-05, БО-06

12.2013

12.2023

40

7.95%

11

11

SE Bonds

БО-01, БО-07

02.2014

02.2024

35

8.90%

36

36

SE Bonds

БО-02, БО-03, БО-04

БО-094

12.2014

11.20241

65

 9.40%5

55

56

SE Bonds

БО-08, БО-10

БО-11, БО-12, БО-13

БО-14

12.2014

11.20241

160

9.40%5

-

-

SE Bonds4

БО-15, БО-16

БО-17, БО-24

12.20142

12.20201

400

7.85%5

-

-

SE Bonds4

БО-18, БО-19, БО-20

БО-21, БО-22, БО-23

БО-25, БО-26

01.20152

01.2021

400

8.60%5

-

-

SE Bonds4

001Р-01

12.20162

11.2026

600

8.35%5

-

-

SE Bonds

001Р-02

12.2016

12.2026

30

9.39%5

30

30

SE Bonds

001Р-03

12.2016

12.20261

20

9.50%5

20

20

SE Bonds

001Р-04

05.2017

04.2027

40

8.65%5

41

-

SE Bonds

001Р-05

05.20172

05.20251

15

8.60%5

15

-

SE Bonds4

001Р-06, 001Р-07

07.2017

07.2027

266

8.50%5

-

-

SE Bonds4

001Р-08

10.2017

09.2027

100

8.60%5

-

-

SE Bonds4

002Р-01, 002Р-02

12.2017

11.2027

600

8.35%5

-

-

SE Bonds

002Р-03

12.2017

12.2027

30

7.75%5

30

-

Bonds of subsidiary banks:

SE Bonds

001Р-01

10.2017

10.20201

10

8.50%5

10

-

SE Bonds

БО-02

08.20143

08.20341

3

0.51%5

-

-

SE Bonds

БО-03

07.20153

06.20351

4

0.51%5

-

-

SE Bonds

БО-04

04.20152

04.20181

3

13.25%5

3

-

SE Bonds

БО-П01

09.20153

08.20351

5

0.51%5

-

-

SE Bonds

БО-П02

10.20153

09.20351

4

0.51%5

1

-

SE Bonds

БО-П03

11.20153

10.20351

1

0.51%5

-

-

SE Bonds

БО-П05

06.20163

06.20361

5

0.51%5

-

-

Convertible Bonds

С-01

02.20173

02.20321

69

0.51%5

2

-

Bashneft SE Bonds:

Bonds

046

02.2012

02.2022

10

0.10%5

-

-

Bonds

06, 08

02.2013

01.2023

15

8.65%5

15

15

Bonds

07, 09

02.2013

01.2023

15

8.85%5

16

16

SE Bonds

БО-056

05.2014

05.2024

10

10.70%

-

-

SE Bonds

БО-036

05.2015

05.2025

5

12.00%

-

-

SE Bonds

БО-046

06.2015

05.2025

5

12.00%

-

-

SE Bonds

БО-076

06.2015

06.2025

5

12.10%

-

-

SE Bonds

БО-026

05.2016

05.2026

10

10.50%

-

-

SE Bonds

БО-06, БО-08

05.2016

04.2026

15

10.90%5

16

16

SE Bonds

БО-09

10.2016

10.2026

5

9.30%5

5

5

SE Bonds

БО-10

12.2016

12.2026

5

9.50%5

5

5

SE Bonds

001P-01R

12.2016

12.20241

10

9.50%5

10

10

SE Bonds

001P-02R

12.2016

12.20231

10

9.50%5

10

10

SE Bonds

001P-03R

01.2017

01.20241

5

9.40%5

5

-

Total long-term RUB bonds

427

321

 

 

30. Loans and borrowings and other financial liabilities (continued)

 

Long-term loans and borrowings (continued)

 

All of the bonds, excluding certain issues, allow early repurchase at the request of the bond holder as set in the respective offering documents. In addition, the issuer, at any time and at its discretion, may purchase/repay the bonds early with the possibility of subsequently placing the bonds in the market. Such purchase/repayment of the bonds does not constitute an early redemption.

 

Certain RUB denominated non-convertible bonds were acquired through the acquisitions of PJSC Bashneft Oil Company and JSCB Peresvet (Note 7).

 

Through the JSCB Peresvet acquisition the Company reported RUB denominated bonds with coupon payments at the end of the redemption and maturity periods of 3, 15 and 20 years. Part of the RUB denominated bonds series С01 consisted of convertible bonds.

 

Corporate Eurobonds comprise the following:

 

Coupon rate (%)

Currency

Maturity

As of December 31,

2017

2016

Eurobonds (Series 1)

3.149%

US$

2017

-

61

Eurobonds (Series 2)

4.199%

US$

2022

117

123

Eurobonds (Series 4)

6.625%

US$

2017

-

50

Eurobonds (Series 6)

7.875%

US$

2018

65

70

Eurobonds (Series 8)

7.250%

US$

2020

31

33

Total long-term Eurobonds

213

337

 

In the fourth quarter of 2012, the Company raised funds through the placement of two Eurobonds in the total amount of US$ 3.0 billion. The Eurobonds were placed in two tranches at par: one in the amount of US$ 1.0 billion with a coupon of 3.149% p.a. and maturity in March 2017, and the other in the amount of US$ 2.0 billion (RUB 115.2 billion at the CBR official exchange rate as of December 31, 2017) with a coupon of 4.199% p.a. and maturity in March 2022. The funds received were used for general corporate purposes.

In March 2017, the Company fully repaid Eurobonds (Series 1) of US$ 1.0 billion (RUB 58.4 billion at the CBR official exchange rate at the transaction date).

 

Eurobonds of the fourth, sixth and eighth series were assumed through the acquisition of TNK-BP.

 

In March 2017, the Company fully repaid Eurobonds (Series 4) of US$ 0.8 billion (RUB 46.4 billion at the CBR official exchange rate at the transaction date) assumed through the TNK-BP acquisition.

 

In the fourth quarter of 2017 the Company continued to settle other long-term borrowings under repurchasing agreement operations. As of December 31, 2017, the liabilities of the Company under those transactions amounted to the equivalent of RUB 240 billion at the CBR official exchange rate as of December 31, 2017. The Company's own corporate bonds were used as an instrument for those transactions.

 

The Company is obliged to comply with a number of restrictive financial and other covenants contained in several of its loan agreements. Such covenants include maintaining certain financial ratios.

 

As of December 31, 2017 and December 31, 2016 the Company was in compliance with all restrictive financial and other covenants contained in its loan agreements.

 

30. Loans and borrowings and other financial liabilities (continued)

 

Short-term loans and borrowings

 

In 2017 the Company drew down short-term funds from Russian banks under floating and fixed rates.

 

In 2017 the Company continued to meet its liabilities under repurchasing agreement operations and entered into new agreements. As of December 31, 2017 the liabilities of the Company under those transactions amounted to the equivalent of RUB 1,265 billion (at the CBR official exchange rate as of December 31, 2017). Own corporate bonds were used as an instrument for those transactions.

 

In 2017 the Company was current on all payments under loan agreements and interest payments.

 

Finance leases

 

Repayments of finance lease obligations comprise the following:

 

As of December 31, 2017

Minimum

lease payments

Financeexpense

Present value of minimum lease payments

Less than 1 year

9

(4)

5

From 1 to 5 years

24

(11)

13

Over 5 years

21

(7)

14

Total

54

(22)

32

 

 

As of December 31, 2016

Minimum

lease payments

Financeexpense

Present value of minimum lease payments

Less than 1 year

4

(3)

1

From 1 to 5 years

16

(10)

6

Over 5 years

24

(9)

15

Total

44

(22)

22

 

Finance leases entered into by the Company do not contain covenants and are long-term agreements, with certain leases having purchase options at the end of the lease term. Finance leases are denominated in RUB and US$.

 

Property, plant and equipment under capital leases recognized in Property, plant and equipment (Note 24) comprise the following:

 

As of December 31,

2017

2016

Buildings

4

4

Plant and machinery

27

12

Vehicles

16

16

Total cost

47

32

Less: accumulated depreciation

(18)

(11)

Total net book value of leased property

29

21

 

30. Loans and borrowings and other financial liabilities (continued)

 

Liabilities related to derivative financial instruments

 

Short-term liabilities related to derivative financial instruments include liabilities related to cross-currency rate swaps.

 

In accordance with its foreign currency and interest rate risk management policy the Company enters into cross-currency rate swaps to sell US$. The transactions balance the currency of revenues and liabilities and reduce the overall interest rates on borrowings.

 

The cross-currency rate swaps are recorded in the consolidated balance sheet at fair value. The measurement of the fair value of the transactions is based on a discounted cash flow model and consensus forecasts of foreign currency rates. The consensus forecasts include forecasts of the major international banks and agencies. The Bloomberg system is the main information source for the model.

 

Derivative financial instruments comprise the following:

 

Issue

date

Expiry date

Nominal amountas of December 31, 2017

Interest rate

type

Fair value of the liabilities

as of December 31,

US$ million

RUB billion*

2017

2016

Swaps

2012

2017

-

-

floating

-

18

Swaps

2013

2018

2,138

123

floating

52

56

Swaps

2014

2019

1,010

58

floating

22

24

Total

3,148

181

74

98

* The equivalent nominal amount at the CBR official exchange rate as of December 31, 2017.

 

Reconciliation of movements in financing activities in the Statement of cash flows with balance-sheet items of liabilities:

 

Long-term loans and borrowings

Short-term loans and borrowings

Financelease liabilities

Otherlong-term financial liabilities

Othershort-term financial liabilities

Short-term liabilities related to derivative financial instruments

Total

As of January 1, 2017, including

1,889

1,475

22

4

4

98

3,492

Financing activities(cash flow)

Proceeds/repayment of loans and borrowings

(298)

644

-

144

192

-

682

Interest paid

(145)

(70)

(4)

-

-

-

(219)

Repayment of other financial liabilities

-

-

(7)

(1)

-

(14)

(22)

Operating and investing activities (non-cash flow)

Foreign exchange gain/loss

(196)

96

-

(1)

1

-

(100)

Acquisition of interest in subsidiary, net of cash acquired

61

(8)

3

-

-

-

56

Offset of other financial liabilities

-

-

-

-

(105)

-

(105)

Acquisition

-

-

14

-

-

-

14

Finance expenses

134

91

4

-

-

-

229

Finance income

-

-

-

-

-

(10)

(10)

Others

-

(6)

-

-

1

-

(5)

Reclassification

165

(165)

-

-

-

-

-

As of December 31, 2017

1,610

2,057

32

146

93

74

4,012

 

31. Other short-term tax liabilities

 

Other short-term tax liabilities comprise the following:

 

As of December 31,

2017

2016

Mineral extraction tax

160

115

VAT

78

69

Excise duties

26

25

Property tax

10

9

Personal income tax

2

2

Other

2

2

Total other tax liabilities

278

222

 

 

32. Provisions

 

Assetretirement obligations

Environmental remediation provision

Legal, tax and other claims

Total

As of January 1, 2016, including

123

35

13

171

Non-current

119

23

1

143

Current

4

12

12

28

Provisions charged during the year (Note 40)

6

4

5

15

Increase/(decrease) in the liability resulting from:

Changes in estimates

3

4

(3)

4

Changes in the discount rate

13

-

-

13

Foreign exchange differences

(5)

-

-

(5)

Unwinding of discount

12

3

-

15

Reclassification to assets held for sale

28

3

1

32

Utilized

(2)

(8)

(3)

(13)

As of December 31, 2016, including

178

41

13

232

Non-current

174

28

1

203

Current

4

13

12

29

Provisions charged during the year (Note 40)

6

5

7

18

Increase/(decrease) in the liability resulting from:

Changes in estimates

(5)

(1)

-

(6)

Changes in the discount rate

28

-

-

28

Foreign exchange differences

(1)

-

-

(1)

Unwinding of discount

14

3

-

17

Acquisition of subsidiaries (Note 7)

-

-

2

2

Utilized

(2)

(7)

(7)

(16)

As of December 31, 2017, including

218

41

15

274

Non-current

213

27

5

245

Current

5

14

10

29

 

Asset retirement (decommissioning) obligations represent an estimate of the costs of liquidating wells, the reclamation of sand pits, slurry ponds, and disturbed lands, and the dismantling of pipelines and power transmission lines. The budget for payments under asset retirement obligations is prepared on an annual basis. Depending on the current economic environment the entity's actual expenditures may vary from the budgeted amounts.

33. Prepayment on long-term oil and petroleum products supply agreements

 

During 2013-2014 the Company entered into a number of long-term crude oil and petroleum products supply contracts which involve the receipt of prepayment. The total minimum delivery volume approximates 400 million tonnes. The crude oil and petroleum product prices are calculated based on current market prices. The prepayment is settled through physical deliveries of crude oil and petroleum products.

 

Deliveries of oil and petroleum products that reduce the prepayment amounts started to be made in 2015. The Company considers these contracts to be regular-way contracts which were entered into for the purpose of the delivery of a non-financial item in accordance with the Company's expected sale requirements.

 

2017

2016

As of January 1

1,841

1,905

Acquisition of subsidiaries (Note 7)

-

58

Received

-

-

Reimbursed

(255)

(122)

Total prepayment on long-term oil and petroleum products supply agreements

1,586

1,841

Less current portion

(264)

(255)

Long-term prepayment as of December 31

1,322

1,586

 

The offset amounts under these contracts were RUB 255 billion and RUB 122 billion (US$ 7.59 billion and US$ 3.85 billion at the CBR official exchange rate at the prepayment dates, the prepayments are not revalued at each balance sheet date) for 2017 and 2016, respectively.

 

 

34. Other non-current liabilities

 

Other non-current liabilities comprise the following:

 

As of December 31,

2017

2016

(restated)

Joint project liabilities

23

23

Liabilities for investing activities

4

7

Liabilities for joint operation contracts in Germany

14

13

Other

4

3

Total other non-current liabilities

45

46

 

 

35. Pension benefit obligations

 

Defined contribution plans

 

The Company makes payments to the State Pension Fund of the Russian Federation. These payments are calculated by the employer as a percentage of salary expense and are expensed as accrued.

 

The Company also maintains a defined contribution corporate pension plan to finance the non-state pensions of its employees.

 

35. Pension benefit obligations (continued)

 

Defined contribution plans (continued)

 

Pension contributions recognized in the consolidated statement of profit or loss were as follows:

 

2017

2016

State Pension Fund

53

43

NPF Neftegarant

7

5

Total pension contributions

60

48

 

 

36. Shareholders' equity

 

Common shares

 

As of December 31, 2017 and 2016:

 

Authorized common shares

quantity, millions

10,598

amount, billions of RUB

0.6

Issued and fully paid shares

quantity, millions

10,598

amount, billions of RUB

0.6

Nominal value of 1 common share, RUB

0.01

 

On June 15, 2016, the Annual General Shareholders' Meeting approved dividends on the Company's common shares for 2015 in the amount of RUB 125 billion, or RUB 11.75 per share, which comprised 35% of IFRS net income attributable to the Company's shareholders. Dividends were paid by the Company in July 2016.

 

On June 22, 2017 the Annual General Shareholders' Meeting approved dividends on the Company's common shares for 2016 in the amount of RUB 63.4 billion, or RUB 5.98 per share, which comprised 35% of IFRS net income attributable to the Company's shareholders. Dividends were paid by the Company in July 2017.

 

In 2017 the Company revised its dividend policy. The minimum level of dividend payments was increased to 50% of IFRS net income attributable to the Company's shareholders, with the target frequency of payments being twice a year. In accordance with the above, on September 29, 2017 the Extraordinary Shareholders' Meeting approved interim dividends on the Company's common shares for the first half of 2017 in the amount of RUB 40.6 billion, or RUB 3.83 per share, which comprised 50% of IFRS net income attributable to the Company's shareholders. Dividends were paid by the Company in October 2017.

 

The dividends are distributed from the net profit of PJSC Rosneft Oil Company calculated in compliance with the current legislation of the Russian Federation.

 

In 2017 and 2016 additional paid-in capital of the Company increased by RUB 24 billion and RUB 96 billion, respectively, as a result of the disposal of interests in subsidiaries (Note 17).

 

 

37. Fair value of financial instruments

 

The fair value of financial assets and liabilities is determined as follows:

· the fair value of financial assets and liabilities quoted on active liquid markets is determined in accordance with market prices;

· the fair value of other financial assets and liabilities is determined in accordance with generally accepted models and is based on discounted cash flow analysis that relies on prices used for existing transactions in the current market;

· the fair value of derivative financial instruments is based on market quotes. In illiquid and highly volatile markets fair value is determined on the basis of valuation models that rely on assumptions confirmed by observable market prices or rates as of the reporting date.

 

Assets and liabilities of the Company that are measured at fair value on a recurring basis in accordance with the fair value hierarchy are presented in the table below.

 

Fair value measurement

as of December 31, 2017

Level 1

Level 2

Level 3

Total

Assets

Current assets

Held-for-trading

1

-

-

1

Available-for-sale

50

129

-

179

Non-current assets

Available-for-sale

-

16

-

16

Derivative financial instruments

-

-

-

-

Total assets measured at fair value

51

145

-

196

Derivative financial instruments

-

(74)

-

(74)

Total liabilities measured at fair value

-

(74)

-

(74)

 

 

Fair value measurement

as of December 31, 2016

Level 1

Level 2

Level 3

Total

Assets

Current assets

Held-for-trading

2

2

-

4

Available-for-sale

77

226

-

303

Non-current assets

Available-for-sale

-

11

-

11

Derivative financial instruments

-

-

-

-

Total assets measured at fair value

79

239

-

318

Derivative financial instruments

-

(98)

-

(98)

Total liabilities measured at fair value

-

(98)

-

(98)

 

The fair value of financial assets available for sale, held-for-trading financial assets at fair value through profit or loss and derivative financial instruments included in Level 2 is measured at the present value of future estimated cash flows, using inputs such as market interest rates and market quotes of forward exchange rates.

 

37. Fair value of financial instruments (continued)

 

The carrying value of cash and cash equivalents and derivative financial instruments recognized in these consolidated financial statements equals their fair value. The carrying value of accounts receivable, accounts payable, loans issued, other financial assets and other financial liabilities recognized in these consolidated financial statements approximates their fair value.

 

There were no transfers of financial liabilities between Level 1 and Level 2 during the period.

 

Carrying value

Fair value (Level 2)

As of December 31,

As of December 31,

2017

2016

(restated)

2017

2016

(restated)

Financial liabilities

Financial liabilities at amortized cost:

Loans and borrowings with a variable interest rate

(1,549)*

(2,004)

(1,467)*

(1,792)

Loans and borrowings with a fixed interest rate

(2,118)

(1,360)

(2,038)

(1,376)

Finance lease liabilities

(32)

(22)

(36)

(23)

* Including financial instruments designated as hedging instruments with a carrying value of RUB 50 billion and a fair value of RUB 47 billion.

 

 

38. Related party transactions

 

For the purpose of these consolidated financial statements, parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. In 2017 and 2016 the Company entered into transactions with shareholders and companies controlled by shareholders (including enterprises directly or indirectly controlled by the Russian Government and the BP Group), associates and joint ventures, key management and pension funds (Note 35).

 

Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be effected on the same terms as transactions between unrelated parties.

 

The disclosure of related party transactions is presented on an aggregate basis for shareholders and companies controlled by shareholders, joint ventures and associates, and non-state pension funds. In addition, there may be additional disclosures of certain significant transactions (balances and turnovers) with certain related parties.

 

In the course of its ordinary business, the Company enters into transactions with other companies controlled by the Russian Government. In the Russian Federation, electricity and transport tariffs are regulated by the Federal Antimonopoly Service, an authorized governmental agency of the Russian Federation. Bank loans are recorded based on market interest rates. Taxes are accrued and paid in accordance with applicable tax law. The Company sells crude oil and petroleum products to related parties in the ordinary course of business at prices close to average market prices.

 

Transactions with shareholders and companies controlled by shareholders

 

Revenues and income

2017

2016

Oil, gas, petroleum products and petrochemicals sales

784

595

Support services and other revenues

6

3

Finance income

26

23

816

621

 

38. Related party transactions (continued)

 

Transactions with shareholders and companies controlled by shareholders (continued)

 

Costs and expenses

 

2017

2016

Production and operating expenses

14

11

Cost of purchased oil, gas, petroleum products and refining costs

73

161

Pipeline tariffs and transportation costs

473

443

Other expenses

15

13

Financial expenses

8

4

583

632

 

Other operations

 

2017

2016

Acquisition of subsidiaries

-

330

Loans received

297

125

Loans repaid

(58)

(2)

Loans and borrowings issued

-

(30)

Repayment of loans and borrowings issued

1

-

Deposits placed

(7)

(47)

Deposits repaid

2

109

 

Settlement balances

 

As of December 31,

2017

2016

Assets

Cash and cash equivalents

57

549

Accounts receivable

68

80

Prepayments and other current assets

61

36

Other financial assets

636

588

822

1,253

Liabilities

Accounts payable and accrued liabilities

32

47

Loans and borrowings and other financial liabilities

655

352

687

399

 

Transactions with joint ventures

 

Crude oil is purchased from joint ventures at Russian domestic market prices.

 

Revenues and income

 

2017

2016

Oil, gas, petroleum products and petrochemicals sales

11

24

Support services and other revenues

10

5

Finance income

26

22

47

51

 

38. Related party transactions (continued)

 

Transactions with joint ventures (continued)

 

Costs and expenses

 

2017

2016

Production and operating expenses

5

5

Cost of purchased oil, gas, petroleum products and refining costs

285

213

Pipeline tariffs and transportation costs

9

11

Other expenses

4

4

Finance expenses

1

-

304

233

 

Other operations

 

2017

2016

Acquisition of interest in associates and joint ventures

(8)

-

Loans received

-

7

Loans repaid

-

(9)

Loans and borrowings issued

(2)

(25)

Repayment of loans and borrowings issued

127

17

 

Settlement balances

 

As of December 31,

2017

2016

Assets

Accounts receivable

6

9

Prepayments and other current assets

-

1

Other financial assets

52

306

58

316

Liabilities

Accounts payable and accrued liabilities

85

29

Loans and borrowings and other financial liabilities

15

8

100

37

 

Transactions with associates

 

Revenues and income

 

2017

2016

Oil, gas, petroleum products and petrochemicals sales

222

67

Support services and other revenues

5

3

Finance income

-

1

227

71

 

 

38. Related party transactions (continued)

 

Transactions with associates (continued)

 

Costs and expenses

 

2017

2016

Production and operating expenses

11

5

Cost of purchased oil, gas, petroleum products and refining costs

14

9

Pipeline tariffs and transportation costs

1

-

Other expenses

13

8

39

22

 

Other operations

 

2017

2016

Loans and borrowings issued

(32)

-

 

Settlement balances

 

As of December 31,

2017

2016

Assets

Accounts receivable

33

8

Prepayments and other current assets

1

-

Other financial assets

41

4

75

12

Liabilities

Accounts payable and accrued liabilities

8

6

Loans and borrowings and other financial liabilities

124

-

132

6

 

Transactions with non-state pension funds

 

Costs and expenses

 

2017

2016

Other expenses

7

5

 

Settlement balances

 

As of December 31,

2017

2016

Liabilities

Accounts payable and accrued liabilities

1

1

1

1

 

 

38. Related party transactions (continued)

 

Compensation to key management personnel

 

For the purpose of these consolidated financial statements key management personnel include members of the Management Board of PJSC Rosneft Oil Company 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 2,711 million and RUB 2,884 million in 2017 and 2016, respectively (social security fund contributions, which are not Management Board members' income, totaled RUB 373 million and RUB 395 million, respectively). Short-term gross benefits exclude one-off reimbursements for major acquisition projects and integration of new assets, compensations for medical insurance and transportation costs paid in 2017. Short-term gross benefits for 2017 are disclosed in accordance with the Russian securities law on information disclosure. There were no share-based benefits paid.

 

On June 22, 2017, the Annual General Shareholders Meeting approved remuneration to the followingmembers of the Company's Board of Directors for the period of their service in the following amounts: Mr. Andrey Akimov - US$ 545,000 (RUB 32.7 million at the CBR official exchange rate on June 22, 2017); Mr. Matthias Warnig - US$ 580,000 (RUB 34.8 million at the CBR official exchange rate on June 22, 2017); Mr. Oleg Viyugin - US$ 580,000 (RUB 34.8 million at the CBR official exchange rate on June 22, 2017); Mr. Donald Humphreys - US$ 565,000 (RUB 33.9 million at the CBR official exchange rate on June 22, 2017). Remuneration does not include compensation of travel expenses. No remuneration was paid to members of the Board of Directors who are state officials (Andrey Belousov and Alexander Novak) or to Mr. Igor Sechin, the Chairman of the Management Board, for their Board of Directors service.

 

On June 15, 2016, the Annual General Shareholders Meeting approved remuneration to the followingmembers of the Company's Board of Directors for the period of their service in the following amounts: Mr. Andrey Akimov - US$ 560,000 (RUB 37.0 million at the CBR official exchange rate on June 15, 2016); Mr. Matthias Warnig - US$ 580,000 (RUB 38.3 million at the CBR official exchange rate on June 15, 2016); Mr. Oleg Viyugin - US$ 580,000 (RUB 38.3 million at the CBR official exchange rate on June 15, 2016); Mr. Donald Humphreys - US$ 550,000 (RUB 36.3 million at the CBR official exchange rate on June 15, 2016). Remuneration does not include compensation of travel expenses. No remuneration was paid to members of the Board of Directors who are state officials (Andrey Belousov and Alexander Novak) or to Mr. Igor Sechin, the Chairman of the Management Board, for their Board of Directors service.

 

 

39. Key subsidiaries

 

Name

Country of incorporation

Core activity

2017

2016

Preferred and common shares

Voting shares

Preferred and common shares

Voting shares

%

%

%

%

Exploration and production

PJSC Orenburgneft

Russia

Oil and gas development and production

100.00

100.00

100.00

100.00

JSC Samotlorneftegaz

Russia

Oil and gas development and production

100.00

100.00

100.00

100.00

JSC Tumenneftegaz

Russia

Oil and gas development and production

100.00

100.00

100.00

100.00

JSC Verkhnechonskneftegaz

Russia

Oil and gas development and production

79.95

79.95

99.94

99.94

JSC Vankorneft

Russia

Oil and gas development and production

50.10

50.10

50.10

50.10

LLC RN-Yuganskneftegaz

Russia

Oil and gas production operator services

100.00

100.00

100.00

100.00

PJSC Bashneft Oil Company

Russia

Oil and gas development and production

60.33

70.93

52.39

61.59

Refining, marketing and distribution

JSC RORC

Russia

Petroleum refining

100.00

100.00

100.00

100.00

JSC Angarsk Petrochemical Company

Russia

Petroleum refining

100.00

100.00

100.00

100.00

JSC Novokuybyshev Refinery

Russia

Petroleum refining

100.00

100.00

100.00

100.00

LLC RN-Komsomolsky Refinery

Russia

Petroleum refining

100.00

100.00

100.00

100.00

JSC Syzran Refinery

Russia

Petroleum refining

100.00

100.00

100.00

100.00

JSC Achinsk Refinery

Russia

Petroleum refining

100.00

100.00

100.00

100.00

JSC Kuybyshev Refinery

Russia

Petroleum refining

100.00

100.00

100.00

100.00

PJSC Saratov Oil Refinery

Russia

Petroleum refining

85.48

91.13

85.48

91.13

JSC PCEC

Russia

Marketing and distribution

100.00

100.00

100.00

100.00

LLC RN-Commerce

Russia

Marketing and distribution

100.00

100.00

100.00

100.00

Rosneft Trading S.A.

Switzerland

Marketing and distribution

100.00

100.00

100.00

100.00

Rosneft Trade Limited

Cyprus Republic

Marketing and distribution

100.00

100.00

100.00

100.00

Rosneft Deutschland GmbH

Germany

Marketing and distribution

100.00

100.00

100.00

100.00

Other

JSC RN Holding

Russia

Holding company

100.00

100.00

100.00

100.00

LLC Neft-Aktiv

Russia

Investing activity

100.00

100.00

100.00

100.00

Rosneft Finance S.A.

Luxemburg

Finance services

100.00

100.00

100.00

100.00

JSC Russian Regional Development Bank (VBRR)

Russia

Banking

98.34

98.34

98.34

98.34

 

40. Contingencies

 

Russian business environment

 

Russia continues economic reforms and the development of its legal, tax and regulatory frameworks as required by a market economy. The future stability of the Russian economy is largely dependent upon these reforms and developments and the effectiveness of economic, financial and monetary measures undertaken by the government.

 

The Russian economy has been negatively impacted by a decline in oil prices and sanctions imposed on Russia by a number of countries. Ruble interest rates remain high. The combination of the above has resulted in reduced access to capital, a higher cost of capital and uncertainty regarding economic growth, which could negatively affect the Company's future financial position, results of operations and business prospects. Management is taking appropriate measures to support the sustainability of the Company's business in the current circumstances.

40. Contingencies (continued)

 

Russian business environment (continued)

 

The Company also has investments in associates and joint ventures and advances issued to contractors operating in international jurisdictions. Besides commercial risks being a part of any investment operation, assets in a number of regions of the Company's activities also bear political, economic and tax risks which are analyzed by the Company on a regular basis.

 

Guarantees and indemnities issued

 

An unconditional unlimited guarantee in favor of the Government and municipal authorities of Norway is effective in respect of the Company's operations on the Norwegian continental shelf. That guarantee fully covers all potential ongoing environmental liabilities of RN Nordic Oil AS. A parent company guarantee is required by Norwegian legislation and is an essential condition for licensing the operations of RN Nordic Oil AS on the Norwegian continental shelf jointly with Statoil ASA.

 

The Company's agreements with Eni S.p.A, Statoil АSА and the ExxonMobil Oil Corporation under the Russian Federation shelf exploration program contain mutual guarantees provided in 2013 and 2014 that are unconditional, unlimited and open-ended, and also provide that the partners will pay a commercial discovery bonus to the Company.

 

The partnership agreement with the ExxonMobil Oil Corporation for difficult to extract oil reserves in Western Siberia contains mutual guarantees that are unconditional, unlimited and open-ended, and provides for production bonus payments to the Company starting from the launch of commercial production.

 

In the fourth quarter of 2015 in accordance with the cooperation agreement on difficult to extract oil reserves with Statoil АSА, both parties issued parent guarantees on the discharging of the mutual liabilities of their related parties. These guarantees are unconditional, unlimited and open-ended.

 

In order to facilitate flexible terms and conditions for supplies and payments within hydrocarbon trading contracts, in 2016 the Company issued sureties to banks covering the period up to the year 2022 and totaling euro 6 billion. As of the period-end the probability of events triggering settlement of sureties was assessed as remote.

 

In the course of its investing activities, the Company issued sureties to third parties up to the equivalent amount of RUB 8 billion at the CBR official exchange rate as of December 31, 2017. As of the period-end the Company assesses the probability of settlement as remote.

 

Legal claims

 

Rosneft and Bashneft are involved in a number of legal disputes with PJSFC Sistema and JSC Sistema-Invest, related to the illegal ownership of Bashneft shares by PJSFC Sistema and Sistema-Invest, In particular, they are the co-plaintiffs against PJSFC Sistema and JSC Sistema-Invest in the case of a recovery of losses in favor of Bashneft in the amount of RUB 170.6 billion caused by the reorganization of Bashneft (case 1) as well as in the case of a recovery of losses in the amount of RUB 131.6 billion in connection with the payment of dividends to defendants during the period of their illegal possession of the Bashneft shares (case 2). They are also the co-defendants in the case of the PJSFC Sistema's claim for recovery of losses in the amount of RUB 330.4 billion arising following the actions of Rosneft and Bashneft to protect the legitimate interests of Bashneft (case 3).

40. Contingencies (continued)

 

Legal claims (continued)

 

The abovementioned disputes were settled by the parties by concluding a settlement agreement approved by the Decision of the Arbitration Court of the Republic of Bashkortostan dated December 26, 2017 on case 1. According to the settlement agreement, PJSFC Sistema and JSC Sistema-Invest guarantee to compensate the Company previously caused losses amounting to RUB 100 billion by March 30, 2018, after which the parties will file a waiver of mutual claims on cases 2 and 3.

 

On December 31, 2015, First National Petroleum Corporation ("FNPC") initiated arbitration proceedings under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce against JSC Tyumenneftegaz ("TNG"), a subsidiary of the Company, seeking compensation of losses, interest and arbitration costs of over US$ 260 million (over RUB 15 billion at the CBR official exchange rate on December 31, 2017) for alleged breach of the agreement between FNPC and TNG to incorporate a joint venture, Tumtex, on the territory of the Russian Federation. The decision is expected by the end of April 2018.

 

In October-November 2014 former shareholders of JSC RN Holding filed a lawsuit against the Company claiming recovery of damages caused by the improper (in the plaintiffs' view) assessment of the shares' value in the course of their repurchase in accordance with the Federal Law On Open Joint Stock Companies. The claims were dismissed by the court of first instance, whose ruling was subsequently upheld in a ruling of the appeal court. In January 2017 the cassation court left the rulings of the lower courts unchanged. In May 2017 the Supreme Court of the Russian Federation dismissed the cassation. The decision of the Supreme Court of the Russian Federation was appealed by the plaintiffs. The appeal was dismissed.

 

The amount and timing of any outflow related to the above claims cannot be estimated reliably. Rosneft and its subsidiaries are involved in other litigation which arises from time to time in the course of their business activities. Management believes that the ultimate result of that litigation will not materially affect the performance or financial position of the Company.

 

Taxation

 

Legislation and regulations regarding taxation in Russia continue to evolve. Various legislative acts and regulations are not always clearly written, and their interpretation is subject to the opinions of the taxpayers, and local, regional, and national tax authorities, and the Ministry of Finance of the Russian Federation. Instances of inconsistent opinions are not unusual.

 

In Russia, tax returns remain open and subject to inspection for a period of up to three years. The fact that a year has been reviewed does not close that year, or any tax return applicable to that year, from further review during the period of three calendar years preceding the year when the inspection started.

 

In accordance with Russian tax legislation, if an understatement of a tax liability is detected as a result of an inspection, penalties and fines to be paid might be material in respect of the tax liability misstatement.

 

Effective January 1, 2012, the rules for defining market prices for fiscal control purposes were changed and the list of entities that could be recognized as interdependent entities and the list of controlled transactions were expanded. Due to the absence of law enforcement precedents based on the rules, as well as certain contradictions in the provisions of the law, these rules cannot be considered clear or precise. To eliminate significant risks posed to the consolidated financial statements by related party transactions, the Company has developed methods for pricing major types of controlled transactions between related parties. The Company also researches databases to determine the market price levels (ROIs) for controlled transactions annually.

40. Contingencies (continued)

 

Taxation (continued)

 

As part of the new regime for fiscal control over the pricing of related party transactions, the Company and the Federal Tax Service signed a number of pricing agreements in 2012-2017 with respect to the taxation of oil sales transactions in Russia.

 

To date, the Russian Federal Tax Service has not exercised its right to conduct tax audits under the rules of transfer pricing for 2012-2013 and these periods are closed to tax control measures. For subsequent periods the Company has provided explanations to the Russian Federal Tax Service and the regional tax authorities to the extent necessary for the completed transactions.

 

The Company believes that risks concerning related party transactions during 2017 and earlier will not have a material effect on its financial position or results of operations.

 

In accordance with the consolidated income tax taxpayer institute enacted in 2012 the Company has created a consolidated group of taxpayers which includes Rosneft and its 21 subsidiaries. Rosneft became the responsible taxpayer of the group from January 1, 2012. Since January 1, 2017, under the terms of the agreement the number of members of the consolidated group of taxpayers has been 64.

 

In 2014, amendments to tax legislation were adopted aimed at fiscal stimulation of the Russian economy via deoffshorization, and they took effect on January 1, 2015. In particular, these amendments embedded in Russian tax legislation the concepts of actual right to income, fiscal residence of legal entities, and income tax rules for controlled foreign companies. The Company's management has accounted for these amendments in its current and deferred income tax estimates.

 

During the reporting period, the tax authorities continued their inspections of Rosneft and some of its subsidiaries for 2013-2016. Rosneft and these subsidiaries are disputing a number of claims by the Federal Tax Service pre-court and in court.

 

The Company's management does not expect the outcome of the inspections to have a material impact on the Company's consolidated balance sheet or results of operations.

 

Overall, management believes that the Company has paid or accrued all taxes that are applicable. For taxes other than income tax, where uncertainty exists, the Company has accrued tax liabilities based on management's best estimate of the probable outflow of resources that will be required to settle these liabilities. Potential liabilities that management has identified at the reporting date as those that may be subject to different interpretations of tax laws and regulations are not accrued in the consolidated financial statements.

 

Capital commitments

 

The Company and its subsidiaries are engaged in ongoing capital projects for the exploration and development of production facilities and the modernization of refineries and the distribution network. The budgets for these projects are generally set on an annual basis.

 

The total amount of contracted but not yet performed deliveries related to the construction and acquisition of property, plant and equipment amounted to RUB 716 billion and RUB 641 billion as of December 31, 2017 and 2016, respectively.

40. Contingencies (continued)

 

Environmental liabilities

 

The Company periodically evaluates its environmental liabilities pursuant to environmental regulations. Such liabilities are recognized in the consolidated financial statements as and when identified. Potential liabilities, that could arise as a result of changes in existing regulations or the settlement of civil litigation, or as a result of changes in environmental standards, cannot be reliably estimated but may be material. With the existing system of control, management believes that there are no material liabilities for environmental damage other than those recorded in these consolidated financial statements.

 

 

41. Supplementary oil and gas disclosure (unaudited)

 

IFRS do not require information on oil and gas reserves to be disclosed. While this information has been developed with reasonable care and is disclosed in good faith, it is emphasized that the data represents management's best estimates. Accordingly, this information may not necessarily represent the current financial condition of the Company and its future financial results.

 

The Company's activities are conducted primarily in Russia, which is considered as a single geographic area.

 

Capitalized costs relating to oil and gas production are presented below

 

Consolidated subsidiaries and joint operations

 

As of December 31:

 

2017

2016

(restated)

Oil and gas properties related to proved reserves

8,333

7,270

Oil and gas properties related to unproved reserves

386

243

Total capitalized costs

8,719

7,513

Accumulated depreciation, depletion and impairment losses

(2,628)

(2,174)

Net capitalized costs

6,091

5,339

 

Costs incurred in oil and gas property acquisition, exploration and development activities are presented below

 

Consolidated subsidiaries and joint operations

 

For the years ended December 31:

 

2017

2016

(restated)

Acquisition of properties - proved oil and gas reserves

193

535

Acquisition of properties - unproved oil and gas reserves

123

17

Exploration costs

45

30

Development costs

876

621

Total costs incurred

1,237

1,203

 

 

41. Supplementary oil and gas disclosure (unaudited) (continued)

 

The results of operations relating to oil and gas production are presented below

 

Consolidated subsidiaries and joint operations

 

For the years ended December 31:

 

2017

2016

(restated)

Revenue

3,138

2,525

Production costs (excluding production taxes)

(379)

(317)

Selling, general and administrative expenses

(104)

(100)

Exploration expense

(15)

(14)

Depreciation, depletion and amortization, impairment and liquidation losses

(478)

(395)

Taxes other than income tax

(1,574)

(1,073)

Income tax

(120)

(130)

Results of operations relating to oil and gas production

468

496

 

Reserve quantity information

 

Since 2014 the Company has disclosed its reserves calculated in accordance with the Petroleum Resources Management System (PRMS). For the purpose of the evaluation of reserves as of December 31, 2017 and 2016, the Company used oil and gas reserve information prepared by DeGolyer and MacNaughton, independent reservoir engineers. Proved reserves are those estimated quantities of petroleum which, through the analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable from a given date forward from known reservoirs and under defined economic conditions and operating methods. In certain cases, the recovery of such reserves may require considerable investments in wells and related equipment. Proved reserves also include additional oil and gas reserves that will be extracted after the expiry date of license agreements or may be discovered as a result of secondary and tertiary extraction which have been successfully tested and checked for commercial benefit. Proved developed reserves are those quantities of crude oil and gas expected to be recovered from existing wells using existing equipment and operating methods.

 

Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Due to inherent industry uncertainties and the limited nature of deposit data, estimates of reserves are subject to change as additional information becomes available.

 

The Company management included in proved reserves those reserves which the Company intends to extract after the expiry of the current licenses. The licenses for the development and production of hydrocarbons currently held by the Company generally expire between 2019 and 2202, and the licenses for the most important deposits expire between 2038 and 2150. In accordance with the effective version of the law of the Russian Federation On Subsurface Resources (the "Law"), licenses are currently granted for a production period determined on the basis of technological and economic criteria applied to the development of the mineral deposit which guarantee the rational use of subsurface resources and necessary environmental protection. In accordance with the Law and upon the gradual expiration of old licenses issued under the previous version of the Law, the Company extends its hydrocarbon production licenses for the whole productive life of the fields. Extension of the licenses depends on compliance with the terms set forth in the existing license agreements. As of the date of these consolidated financial statements, the Company is generally in compliance with all the terms of the license agreements and intends to continue complying with such terms in the future.

 

41. Supplementary oil and gas disclosure (unaudited) (continued)

 

Reserve quantity information (continued)

 

The Company's estimates of net proved liquid hydrocarbons and sales gas reserves and changes thereto for the years ended December 31, 2017 and 2016 are shown in the table below and expressed in million barrels of oil equivalent (liquid hydrocarbons production data was recalculated from tonnes to barrels using field specific coefficients; sales gas production data was recalculated from cubic meters to barrels of oil equivalent ("boe") using an average ratio).

 

Consolidated subsidiaries and joint operations

 

2017

2016

million boe

million boe

Beginning of year

43,217

40,359

Revisions of previous estimates

909

1,169

Extensions and discoveries

1,046

1,038

Improved recovery

1

29

Purchase of new reserves

470

2,388

Sale of reserves

-

(10)

Production

(1,862)

(1,756)

End of year

43,781

43,217

Proved developed reserves

20,436

20,015

Minority interest in total proved reserves

2,049

1,881

Minority interest in proved developed reserves

1,306

1,327

 

Standardized measure of discounted future net cash flows and changes therein relating to proved oil and gas reserves

 

The standardized measure of discounted future net cash flows related to the above oil and gas reserves is based on PRMS. Estimated future cash inflows from oil, condensate and gas production are computed by applying the projected prices the company uses in its long-term forecasts to year-end quantities of estimated net proved reserves. Future development and production costs are those estimated future expenditures necessary to develop and produce estimated proved reserves as of year-end based on current expenses and costs and forecasts. In certain cases, future values, either higher or lower than current values, were used as a result of anticipated changes in operating conditions.

 

Estimated future income taxes are calculated by applying appropriate year-end statutory tax rates. These rates reflect allowable deductions and tax credits and are applied to estimate future net pre-tax cash flows, net of the tax bases of related assets.

 

Discounted future net cash flows are calculated using a 10% p.a. discount factor. Discounting requires year-by-year estimates of future expenditures to be incurred in the periods when the reserves are extracted.

 

The information provided in the table below does not represent management's estimates of the Company's expected future cash flows or of the value of its proved oil and gas reserves. Estimates of proved reserves change over time as new information becomes available. Moreover, probable and possible reserves which may become proved in the future are excluded from the calculations. The arbitrary valuation requires assumptions as to the timing and the amount of future development and production costs. The calculations should not be relied upon as an indication of the Company's future cash flows or of the value of its oil and gas reserves.

41. Supplementary oil and gas disclosure (unaudited) (continued)

 

Standardized measure of discounted future net cash flows

 

Consolidated subsidiaries and joint operations

 

2017

2016

Future cash inflows

79,122

85,996

Future development costs

(6,105)

(5,410)

Future production costs

(42,748)

(45,667)

Future income tax expenses

(5,206)

(5,857)

Future net cash flows

25,063

29,062

Discount for estimated timing of cash flows

(15,996)

(18,718)

Discounted value of future cash flows as of the end of year

9,067

10,344

 

Share of other (minority) shareholders in discounted value of future cash flows

 

Consolidated subsidiaries and joint operations

 

UOM

2017

2016

Share of other (minority) shareholders in discounted value of future cash flows

RUB billion

717

727

 

Changes therein relating to proved oil and gas reserves

 

Consolidated subsidiaries and joint operations

 

2017

2016

Discounted value of future cash flows as of the beginning of year

10,344

9,750

Sales and transfers of oil and gas produced, net of production costs and taxes other than income taxes

(1,081)

(1,035)

Changes in price estimates, net

(1,689)

(607)

Changes in estimated future development costs

(1,185)

(1,042)

Development costs incurred during the period

876

621

Revisions of previous reserves estimates

188

271

Increase in reserves due to discoveries, less respective expenses

216

248

Net change in income taxes

252

289

Accretion of discount

1,034

975

Net changes due to purchases of oil and gas fields

112

876

Net changes due to sales of oil and gas fields

-

(2)

Discounted value of future cash flows as of the end of year

9,067

10,344

 

Company's share in costs, inventories and future cash flows of the joint ventures and associates

 

UOM

2017

2016

(restated)

Share in capitalized costs relating to oil and gas producing activities (total)

RUB billion

250

218

Share in results of operations for oil and gas producing activities (total)

RUB billion

42

17

Share in estimated proved oil and gas reserves

million boe

2,078

2,192

Share in estimated proved developed oil and gas reserves

million boe

1,119

1,206

Share in discounted value of future cash flows

RUB billion

483

619

 

Contact information

 

 

 

PJSC Rosneft Oil Company

 

Legal address:

Russian Federation, 115035, Moscow, Sofiyskaya embankment, 26/1

 

Mailing address:Russian Federation, 117997, Moscow, Sofiyskaya embankment, 26/1

 

Phone:+7 (499) 517-88-99

 

Fax:+7 (499) 517-72-35

 

E-mail: postman@rosneft.ru

 

Corporate website:

www.rosneft.ru (Russian)

www.rosneft.com (English)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31 AND SEPTEMBER 30, 2017

AND FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2017 AND 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following discussion of Rosneft's financial condition and results of operations is based on, and should be read in conjunction with, the Company's financial statements and the notes thereto for the periods ended December 31, 2017 and 2016 and September 30, 2017 (the "Consolidated Financial Statements"). Such terms as "Rosneft", "Company" and "Group" in their different forms in this report mean PJSC Rosneft Oil Company and its consolidated subsidiaries, its equity share in associates and joint ventures. This report contains forward‑looking statements that involve risks and uncertainties. Rosneft's actual results may materially differ from those discussed in such forward‑looking statements as a result of various factors.

Except as otherwise indicated, oil and gas reserves and production are presented pro-rata for associates and joint ventures and 100% for fully consolidated subsidiaries.

Except as otherwise indicated, all amounts are provided in billions of RUB. All figures are rounded, however, figures per unit of production are provided based on the actual data.

To convert tonnes of liquid hydrocarbon (except gas condensate of JSC "Rospan International") to barrels a 7.404 ratio is used. To convert Rospan gas condensate to barrels a 8.3 ratio is used. To convert a thousand of cubic meters of gas to barrels of oil equivalent a 6.09 ratio is used.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Overview

Financial and operating highlights

Significant events in the fourth quarter of 2017

Macroeconomic factors affecting results of operations

Changes in Crude Oil, Petroleum Product and Gas Prices

USD/RUB and EUR/RUB Exchange Rates and Inflation

Taxation

Mineral Extraction Tax (MET)

Export Customs Duty on Crude Oil

Export Customs Duty on Petroleum Products

Changes in Transport Tariffs of Pipeline and Railway Monopolies

Financial performance for the three months ended December 31, 2017 and September 30, 2017 and for the twelve months ended December 31, 2017 and 2016 (Consolidated statement of profit or loss)

Upstream Operating Results

Operating indicators

Production of Crude Oil and NGL

Production of Gas

Financial indicators

Equity share in financial results of upstream associates and joint ventures

Upstream production and operating expenses

Exploration Expenses

Mineral extraction tax

Downstream Operating Results

Operating indicators

Petroleum Product Output

Financial indicators

Revenues and equity share in profits of associates and joint ventures

Cost of Purchased Oil, Gas and Petroleum Products and Refining Costs and others

Pipeline Tariffs and Transportation Costs

Excise tax

Export Customs Duty

Operating results of segment "Corporate and others"

Separate indicators of the consolidated financial statements

Costs and Expenses

General and Administrative Expenses

Depreciation, Depletion and Amortization

Taxes Other than Income Tax

Finance Income and Expenses

Other Income and Other Expenses

Foreign Exchange Differences

Cash flow hedges reclassified to profit or loss

Income Tax

Net Income

Liquidity and Capital Resources

Cash Flows

Net cash received from/(used in) operating activities

Net cash used in investing activities

Net cash provided by financing activities

Capital Expenditures

Financial liabilities and liquid funds

Key consolidated financial highlights (in RUB terms)

Calculation of Free Cash Flow

Calculation of EBITDA

Calculation of EBITDA Margin

Calculation of Net Income Margin

Calculation of Current ratio

Calculation of Return on Average Equity (ROAE)

Consolidated financial highlights (in USD terms)

Consolidated statement of profit or loss

Key consolidated financial highlights (in USD terms)

Calculation of Free Cash Flow

Calculation of EBITDA Margin

Calculation of Net Income Margin

Calculation of Current ratio

Appendix 1: Average monthly RUB/USD exchange rates, calculated using the Bank of Russia data

Appendix 2: Average transportation tariffs in the fourth and third quarters of 2017 in RUB

 

42. Overview

Rosneft is a vertically integrated oil and gas company with core activities and assets located principally in Russia. The Company is primarily engaged in exploration and production of hydrocarbons, oil refining and product marketing mainly in the Russian Federation.

According to oil and marketable gas reserve information prepared by DeGolyer and MacNaughton, independent reservoir engineers, proved hydrocarbon reserves reached 40 billion boe per SEC classification and47 billion boe per PRMS classification as of December 31, 2017 and amounted to 38 billion boe per SEC classification and 46 billion boe per PRMS classification as of December 31, 20161.

In the fourth quarter of 2017 crude oil and NGL production of the Company amounted to 56.51 mln tоnnes, the production of natural and associated gas was 17.55 bcm. In 2017 crude oil and NGL production was 225.45 mln tоnnes, the production of natural and associated gas was 68.41 bcm.

In the fourth quarter of 2017, the Company's total crude oil processing amounted to 28.47 mln tonnes at the refineries in Russia and abroad, and 112.80 mln tonnes in 2017. The remaining volumes of crude oil are exported to Europe, Asia and the CIS.

1 Including Bashneft proved hydrocarbon reserves of 2 billion boe per SEC classification and 2 billion boe per PRMS classification as of December 31, 2016, respectively.

43. Financial and operating highlights

For 3 months ended

%

change

For 12 months

ended December 31,

% change

December 31,

2017

September 30,

2017

2017

2016

Financial results, RUB billion

Revenues and equity share in profits of associates and joint ventures

1,709

1,496

14.2%

6,014

4,988

20.6%

EBITDA

393

371

5.9%

1,403

1,278

9.8%

Net income attributable to Rosneft shareholders*

100

47

>100%

222

174

27.6%

Capital expenditures

292

223

30.9%

922

709

30.0%

Free cash flow**

44

15

>100%

245

439

(44.2)%

Operational results

Hydrocarbon production (th. boe per day)

5,713

5,674

0.7%

5,718

5,369

6.5%

Hydrocarbon production (th. boe per day)***

5,713

5,674

0.7%

5,718

5,701

0.3%

Crude oil and NGL production (th. barrels per day)

4,551

4,571

(0.4)%

4,577

4,252

7.6%

Gas production (th. boe per day)

1,162

1,103

5.3%

1,141

1,117

2.1%

Production of petroleum products and petrochemical products in Russia (mln tonnes)

24.36

24.08

1.2%

96.90

84.75

14.3%

Production of petroleum products and petrochemical products outside Russia (mln tonnes)

3.08

3.24

(4.9)%

12.18

13.46

(9.5)%

* See disclosure on p.6

**Free cash flow estimation for comparative periods includes interest expenses on the prepayment on long-term oil and petroleum products supply agreements. Interest expenses on the prepayment on long-term oil and petroleum products supply agreements are composed of interests accrued for the reporting period and offset against crude oil supply under the contracts in the amount of RUB 71 billion and interests paid of RUB 10 billion in the twelve months of 2017; and offsetting of RUB 75 billion and interests paid of RUB 15 billion - in twelve months of 2016.

***Pro Forma (including Bashneft starting from January1, 2016), only for purpose of presentation.

For reference only: Financial highlights in USD terms*

For 3 months ended

%

change

 

For 12 months

ended December 31,

%

change

 

December 31,

2017

September 30,

2017

2017

2016

Financial results, USD billion

Revenues and equity share in profits of associates and joint ventures

30.1

26.2

14.9%

106.4

77.2

37.8%

EBITDA

6.7

6.3

6.3%

24.0

19.3

24.4%

Net income attributable to Rosneft shareholders

1.8

0.7

>100%

3.8

2.7

40.7%

Capital expenditures

5.0

3.8

31.6%

15.8

10.7

47.7%

Free cash flow

0.7

0.3

>100%

4.1

6.4

(35.9)%

*Calculated using average monthly exchange rates of Bank of Russia for the reporting periods (Appendix 1).

 

 

 

1Financial results for 12 months 2016 are adjusted for the assessment of the fair price of Bashneft Group and JSC Targin

Net effect in the income attributable to the Company's shareholders from the recognition of the assessment of fair price of Bashneft Group and JSC Targin as of the acquisition date in 2016 was RUB 7 billion inthe consolidated statement of profit or loss in 2016.

 

 

 

 

44. Significant events in the fourth quarter of 2017

Bashneft Board of Directors approved the terms of out-of-court settlement with Sistema

In December 2017 Rosneft and Bashneft announce that Bashneft Board of Directors approved the terms of the out-of-court settlement with JSFC Sistema and JSC Sistema-Invest. According to the settlement terms the defendants are obliged to compensate the agreed damages to Bashneft in the amount of RUB 100 bln. The finalization of the payments shall be made by March 30, 2018. The parties agreed to restrain from any further claims regarding the disputable issues upon the above mention payments finalization.

Rosneft closed the deal to acquire a 30% stake in Zohr gas field

In early October 2017, the Company closed a deal with Eni to acquire 30% in a concessional agreement to develop Zohr field, one of the largest gas fields in the Mediterranean. The project is being undertaken in partnership with Eni (60% stake) and BP (10% stake). Participation in the development of this unique producing asset will allow Rosneft to significantly increase gas production abroad in a short time and enter the gas market of Egypt with the prospect of further activities development in the country and the region as a whole.

Production sharing agreement between Rosneft and Kurdistan government

In October 2017, the Company and the Government of the Kurdish Autonomous Region of Iraq signed the documents required for the enactment of Production Sharing Agreements (PSA) for five production blocks with a conservative estimate of recoverable oil reserves of 670 mln bbl which are located in the Kurdish Autonomous Region. The key terms of the agreements and the basic principles of production distribution are similar to the PSA in Iraqi Kurdistan that were signed by other international oil and gas companies.

Rosneft and Pertamina set up a Joint Venture for the development of Tuban Grass Root Refinery (TGRR) project

Rosneft and Indonesian state-owned oil and gas company Pertamina completed the establishment of the joint venture for the development of Tuban grass root refinery and petrochemical complex (TGRR) in Tuban in the East Java province of Indonesia. The JV envisages the following participants' shares in the joint venture: Rosneft - 45%, Pertamina - 55% and sets out the JV's governance principles.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

45. Macroeconomic factors affecting results of operations

Main factors affecting Rosneft's results of operations are:

· Changes in crude oil and petroleum product prices;

· RUB/USD exchange rate and inflation;

· Taxation including changes in mineral extraction tax, export customs duty and excises;

· Changes in tariffs of natural monopolies (for pipeline and railway transport);

· Changes in electricity prices.

Changes in prices, export customs duty and transport tariffs may have a significant impact on the mix of products and distribution channels the Company selects seeking to maximise netback prices of the produced crude oil.

Changes in Crude Oil, Petroleum Product and Gas Prices

World crude oil prices are highly volatile and fluctuate depending on the global balance of supply and demand on the world crude oil market, political situation mainly in the oil producing regions of the world and other factors. Crude oil exported by Rosneft via the Transneft's pipeline system is blended with crude oil of other producers that is of a different quality. The resulting Urals blend is traded at a discount to Brent. Crude oil exported via Eastern Siberia - Pacific Ocean ("ESPO") pipeline is sold at a price which is linked to the price of "Dubai" blend.

Petroleum product prices on international and domestic markets are primarily determined by the level of world prices for crude oil, supply and demand for petroleum products and competition on different markets. Price dynamics depends on the type of petroleum products.

The table below sets forth the average crude oil and petroleum products prices worldwide and in Russia in USD and RUB. The prices nominated in USD are translated into RUB at average USD/RUB exchange rate for the respective period.

For 3 months ended

Change

For 12 months

ended December 31,

Change

December 31,

2017

September 30,

2017

2017

2016

World market

(USD per barrel)

%

(USD per barrel)

%

Brent (dated)

61.4

52.0

17.9%

54.3

43.7

24.1%

Urals (average Med and NWE)

60.5

50.8

19.0%

53.1

42.1

26.2%

Urals (FOB Primorsk)

59.6

50.2

18.6%

52.0

40.1

29.4%

Urals (FOB Novorossysk)

59.7

50.5

18.1%

52.3

41.0

27.6%

Dubai

59.3

50.5

17.5%

53.2

41.3

28.8%

(USD per tonne)

%

(USD per tonne)

%

Naphtha (av. FOB/CIF Med)

543

451

20.2%

472

372

26.9%

Naphtha (av. FOB Rotterdam/CIF NWE)

554

460

20.3%

483

384

25.7%

Naphtha (CFR Japan)

570

461

23.7%

494

399

23.9%

Fuel oil (av. FOB/CIF Med)

337

296

13.9%

302

210

44.1%

Fuel oil (av. FOB Rotterdam/CIF NWE)

333

292

13.8%

297

204

45.2%

High sulphur fuel oil 180 cst (FOB Singapore)

357

312

14.5%

323

231

39.8%

Gasoil (av. FOB/CIF Med)

542

472

14.9%

484

391

23.7%

Gasoil (av. FOB Rotterdam/CIF NWE)

544

474

14.9%

485

393

23.5%

Gasoil(FOB Singapore)

528

466

13.3%

480

383

25.3%

(th. RUB per barrel)

%

(th. RUB per barrel)

%

Brent (dated)

3.58

3.07

16.7%

3.17

2.93

8.0%

Urals (average Med and NWE)

3.53

3.00

17.8%

3.10

2.82

9.9%

Urals (FOB Primorsk)

3.48

2.97

17.3%

3.03

2.69

12.7%

Urals (FOB Novorossysk)

3.49

2.98

16.9%

3.05

2.75

11.1%

Dubai

3.46

2.98

16.3%

3.11

2.77

12.1%

(th. RUB per tonne)

%

(th. RUB per tonne)

%

Naphtha (av. FOB/CIF Med)

31.7

26.6

19.0%

27.6

25.0

10.4%

Naphtha (av. FOB Rotterdam/CIF NWE)

32.3

27.2

19.1%

28.2

25.7

9.4%

Naphtha (CFR Japan)

33.3

27.2

22.4%

28.8

26.7

7.8%

Fuel oil (av. FOB/CIF Med)

19.7

17.5

12.8%

17.6

14.1

25.5%

Fuel oil (av. FOB Rotterdam/CIF NWE)

19.4

17.2

12.6%

17.3

13.7

26.4%

High sulphur fuel oil 180 cst (FOB Singapore)

20.9

18.4

13.4%

18.8

15.5

21.7%

Gasoil (av. FOB/CIF Med)

31.7

27.9

13.7%

28.2

26.2

7.7%

Gasoil (av. FOB Rotterdam/CIF NWE)

31.8

28.0

13.7%

28.3

26.3

7.5%

Gasoil(FOB Singapore)

30.8

27.5

12.1%

28.0

25.7

9.1%

Russian market (net of VAT, including excise tax)

(th. RUB per tonne)

%

(th. RUB per tonne)

%

Crude oil

17.3

14.5

19.1%

14.6

12.2

19.9%

Fuel oil

10.9

9.7

12.3%

9.6

6.3

51.1%

Summer diesel

34.4

31.3

9.9%

31.8

27.5

15.7%

Winter diesel

38.5

33.9

13.4%

34.2

29.1

17.4%

Jet fuel

35.4

29.9

18.2%

30.2

25.1

20.2%

High octane gasoline

36.6

36.5

0.4%

35.7

33.0

8.2%

Low octane gasoline

33.4

33.7

(0.9)%

32.1

30.0

7.0%

Sources: average prices were calculated from unrounded data of analytical agencies.

The difference between price movements denominated in USD and those denominated in RUB is explained by nominal RUB appreciation against USD by 1.0% in the fourth quarter of 2017 compared with the third quarter of 2017 and nominal RUB appreciation against USD by 14.9% in the twelve months of 2017 compared with the same period of 2016.

The Russian Government regulates the price of the gas sold in Russia by Gazprom and its affiliates, which is considered as the benchmark for domestic gas market. Starting from July 1, 2016 regulated gas price for residential supply which is set by Federal Anti- Monopoly Service (FAS) grew up by 2% (indexation for other customer group was not carried out). Starting from July 2017, regulated gas price for all groups of end-users grew up by 3.9%. Rosneft's average domestic gas sales price (net of VAT) was RUB 3.44 thousand and RUB 3.29 thousand per th. cubic meters in the fourth quarter of 2017 and third quarter of 2017, respectively. In 2017 Rosneft's average domestic gas sales price (net of VAT) was RUB 3.33 thousand per th. cubic meters compared to RUB 3.24 thousand per th. cubic meters in the twelve months of 2016.

USD/RUB and EUR/RUB Exchange Rates and Inflation

The USD/RUB and EUR/RUB exchange rates and inflation in Russia affect Rosneft's results as most of the Company's revenues from sales of crude oil and petroleum products are denominated in USD, while most of the Company's expenses are denominated in RUB.

The table below provides information on the exchange rates movements and inflation during the periods analysed:

For 3 months ended

For 12 months

ended December 31,

December 31,

2017

September 30,

2017

2017

2016

Consumer price index (CPI) for the period*

0.8%

(0.6)%

2.5%

5.4%

Average RUB/USD exchange rate for the period**

58.41

59.02

58.35

67.03

RUB/USD exchange rate at the end of the period

57.60

58.02

57.60

60.66

Average RUB/EUR exchange rate for the period

68.78

69.29

65.90

74.23

RUB/EUR exchange rate at the end of the period

68.87

68.45

68.87

63.81

Source: the Central Bank of the Russian Federation.

*Producer price index amounted to 7.8% y-o-y at the end of December 2017.

**See Average monthly RUB/USD exchange rates in the Appendix 1.

Taxation

The table below provides information on actual tax rates of mineral extraction tax and export customs duty of crude oil and petroleum products:

For 3 months

ended

%

change*

For 12 months

ended December 31,

%

change*

December 31,

2017

September 30,

2017

2017

2016

Mineral extraction tax

Crude oil (RUB per tonne)

9,719

7,812

24.4%

8,134

5,777

40.8%

Export customs duty for crude oil

Crude oil (US$ per tonne)

96.3

79.8

20.8%

86.7

75.7

14.5%

Crude oil (RUB per tonne)

5,629

4,704

19.7%

5,058

5,022

0.7%

Crude oil (RUB per barrel)

760

635

19.7%

683

678

0.7%

Export customs duty for petroleum products

Gasoline (RUB per tonne)

1,687

1,409

19.7%

1,516

3,060

(50.5)%

Naphtha (RUB per tonne)

3,093

2,584

19.7%

2,779

3,562

(22.0)%

Light and middle distillates (RUB per tonne)

1,687

1,409

19.7%

1,516

2,006

(24.5)%

Liquid fuels (fuel oil) (RUB per tonne)

5,629

4,704

19.7%

5,058

4,115

22.9%

*Calculated based on unrounded data.

 

According to Federal law 401-FZ of November 30, 2016 On amendments to Part Two of the Tax Code and Other Legislative Acts of the Russian Federation" and 355 -FZ of November 27, 2017, new amendments were introduced from January 1, 2017 and from January 1, 2018 in respect of excise duties.

 

The excise tax rates on the petroleum products are as follows:

Excise duties (RUB per tonne)

Since

January 1 through

March 31, 2016

Since

April 1, through

December 31, 2016

2017

Since

January 1, through

June 30,

2018

Since

July 1,

through December 31,

2018

High octane gasoline

High octane gasoline non-compliant with euro-5

10,500

13,100

13,100

13,100

13,100

High octane gasoline euro-5

7,530

10,130

10,130

11,213

11,892

Naphtha

10,500

13,100

13,100

13,100

13,100

Diesel

4,150

5,293

6,800

7,665

8,258

Lubricants

6,000

6,000

5,400

5,400

5,400

Benzol, paraxylene, ortoxylene

3,000

3,000

2,800

2,800

2,800

Middle distillates

4,150

5,293

7,800

8,662

8,662

In accordance with new amendments of the Federal law 401-FZ, the producer is able to apply an increased coefficient to excise duty deduction of 1.7 in 2017 depending on certain type of the oil product subject to excise duty.

Effective tax burden of the Company was 42.9% and 41.4% in the fourth and third quarters of 2017, respectively. In the twelve months 2017 and 2016 effective tax burden of the Company was 42.9% and 39.1%, respectively.

The mineral extraction tax and the export customs duty accounted for approximately 36.5% and 33.9% of Rosneft's total revenues in the fourth and third quarters of 2017, respectively, and also 35.7% and 33.4% in the twelve months of 2017 and 2016, respectively. Tax withdrawing share in the financial results excluding forex and one off effects was up to 88% in the twelve months of 2017.

Mineral Extraction Tax (MET)

The rate of mineral extraction tax (MET) for crude oil is linked to the Urals price in the international market, and it is calculated in USD per barrel of crude oil produced using average exchange rate established by the Central Bank of Russia for the respective month.

Starting from January 1, 2017 the mineral extraction tax rate will be calculated by multiplying the tax rate of RUB 919 per tonne (in 2016- RUB 857 per tonne) by the adjustment ratio of ((P ‑ 15) x Eхchange rate / 261), where "P" is the average Urals price per barrel in USD and "Exchange rate" is the average RUB/USD exchange rate established by the Central Bank of Russia in the respective month and minus the factor which characterizes crude oil production at a particular oil field, "Dm"[2].

In accordance with the legislation tax relieves are applicable to certain fields. In 2017 the Company applied different tax relives and special tax treatment of crude oil MET:

Tax relieves in 2017

Applicable in the Company

Zero rates

Oil fields with hard to recover reserves, including bazhenov, abalak, khadum, domanic formations

Reduced MET by coefficient "Dm", which characterizes crude oil production at a particular oil field

Oil fields located:

· In Irkutsk region, the republic of Sakha (Yakutia) and Krasnoyarsk territory which is applicable for the first 25 million tonnes of production

· On the territory of the Nenets Autonomous district, Yamalo-nenets Autonomous district - for the first 15 million tonnes of production

· Okhotsk sea fields subject to zero mineral extraction tax rate which is applicable for the first 30 million tonnes of production

Oil fields with reserve depletion rate of over 80%.

Oil fields with the volume of initial recoverable reserves being less than 5 million tonnes.

Oil fields with high-viscosity crude oil (in-situ viscosity more than 200 mPas and less than 10 000 mPas)

Special tax regime for offshore projects in the Russian Federation

The offshore projects are categorized into one of four groups depending on its complexity and specify MET rates for each project group ranging from 5% to 30% of hydrocarbon prices (natural gas projects of 3 and 4 groups of difficulty - 1.3% and 1.0% respectively).

Special tax regime exempting the Company from paying mineral extraction tax.

Exploration projects in the Sakhalin-1 psa.

 

MET rate calculation for natural gas and gas condensate

MET rate for natural gas

In the fourth quarter of 2017 and in the third quarter of 2017 average extraction tax for natural gas wasRUB 527 and RUB 524 per th. cubic meters, respectively. In the twelve months of 2017 and 2016 average extraction tax for natural gas was RUB 521 per th. cubic meters and RUB 535 per th. cubic meters, respectively.

MET rate for gas condensate

The production of gas condensate is mainly subject to MET rate for crude oil because the purification of gas condensate is compounded in the crude oil production. Mineral extraction gas condensate tax rate is applied in separate purification of gas condensate.

Significant volume of gas condensate produced at Rospan fields is subject to mineral extraction gas condensate tax rate, which amounted to RUB 4,051 and RUB 3,834 per tonne in the fourth quarter of 2017 and in the third quarter of 2017, respectively. In the twelve months of 2017 and 2016 tax rate of mineral extraction gas condensate was RUB 3,747 per tonne and RUB 3,026 per tonne, respectively.

In accordance with Tax Code of Russian Federation since July 1, 2014, a calculation formula is determined for MET rate for natural gas and gas condensate. In line with this formula base rate for gas condensate is RUB 42 per 1 tonne and for natural gas - RUB 35 per 1 th. cubic metres. Base rates are multiplied by basic rate of standard fuel unit and reduced coefficient which estimates the difficulty level of natural gas and (or) gas condensate production. Starting from January 1, 2017 mineral extraction gas condensate tax rate is adjusted by the multiplying coefficient 6.5 (starting from January 1 until December 31, 2016 - 5.5).

 

Reduced coefficient in 2017

Applicable in the Company

0.5

License areas: Rospan and Russko-Rechenskoe licensed fields and also at fields of Krasnodar and Stavropol regions

0.64

License areas: Kynsko-Chaselskoye fields and at a number of fields of Sibneftegaz, and also at Nenets Autonomous District, the Chechen republic and Krasnodar region

0.1

License areas: Irkutsk region, in Krasnoyarsk region and in region of Far East or the sea of Okhotsk

0.21

License areas: Turon deposits reserves of the Kharampurskoye field

0.5-1

Fields with reserve depletion rate of over 70%.

Export Customs Duty on Crude Oil

The rate of export customs duty on crude oil is linked to the Urals price in the international market and is denominated in USD per tonne.

The table below sets forth the calculation of the ordinary export customs duty for crude oil:

Urals price(USD per tonne)

Export customs duty(USD per tonne)

Below and including 109.5 (15 USD per barrel)

Export customs duty is not levied

Above 109.5 to 146 including………………………(15 to 20 USD per barrel)

35% of the difference between the average Urals price in USD per tonne and USD 109.5

Above 146 to 182.5 including.......................(20 to 25 USD per barrel)

USD 12.78 plus 45% of the difference between the average Urals price in USD per tonneand USD 146

Above 182.5 (25 USD per barrel)..................

USD 29.2 plus 30% of the difference between the average Urals price in USD per tonneand USD 182.5 (since January 1, 2017)

(For information: plus 42% of the difference between the average Urals price in USD per tonnewas applicable since January 1 through December 31, 2016)

The export customs duty is changed every month and the duty for the next month is based on the average Urals price denominated in USD for crude oil for the period from the 15th day of the previous month to the 14th day (inclusive) of the current month.

The law on the introduction of a special tax regime in respect of projects on the continental shelf of the Russian Federation provides a full exemption of hydrocarbons produced at offshore fields from the export customs duties, which commercial production starting from January 1, 2016. Such an exemption is set for various terms depending on complexity of a field development project.

 

In 2016, the exemption was set for the East- Messoyakh fields (zero customs duty rate could be applied to the export of 28.9 mln tonnes) and Srednebotuobinskoe field (zero customs duty rate could be applied to the export of 10.8 mln tonnes). Starting from 2017 the exemption was set for Kuyumbinskoe field (zero customs duty rate could be applied to the export of 29.0 mln tonnes)[3].

Export customs duty on crude oil export to countries that are members of Eurasian Economic Agreement

In accordance with the Eurasian Economic Agreement dated May 29, 2014 and effective fromJanuary 1, 2015 export duties are not payable on crude oil export to countries-participants of Eurasian Economic Agreement. Meanwhile, the Eurasian Economic Agreement enables some export limits on oil and oil products.

Export duties are not payable on crude oil exports to countries that are members of Eurasian Economic Agreement. At the same time quotes for tax-free sale of crude oil and petroleum products are set. In accordance with agreement with Armenia and the Kirghiz republic all supplies above the quotes are subject for the duties.

In accordance with agreement between the Governments of Russian Federation and the Kazakhstan Republic on trade and economic cooperation in crude oil and petroleum products supplies dated December 9, 2010 the export ban was set for a specified list of petroleum products exported from Russian Federation to the Kazakhstan Republic.

Export Customs Duty on Petroleum Products

Export customs duty on petroleum products (except liquefied petroleum gas ("LPG")) is set every month as the marginal export customs duty rate on crude oil multiplied by the estimated ratio depending on the type of petroleum product.

Export customs duty on LPG is based on the average price of LPG at Poland board (DAF Brest) denominated in USD per tonne for the period from the 15th day of the previous month to the 14th day (inclusive) of the current month.

Starting from January 1, 2015 marginal export customs duty for petroleum products is set as a percentage of the marginal export customs duty for crude oil as listed in table below:

 

 

Type of petroleum product

Marginal export customs duty (% of the marginal export customs duty for crude oil) for the period

January 1-December 31, 2016

Since January 1, 2017

Light and middle distillates (excluding: naphtha and gasoline), benzene, toluene, xylenes, lubricants, diesel

40

30

Naphtha

71

55

Gasoline

61

30

Fuel oil, bitumen oil, other dark oil products

82

100

In 2017 and 2016 calculation of the export duty rate for petroleum products is based on the above marginal rates for each type of petroleum product.

Changes in Transport Tariffs of Pipeline and Railway Monopolies

Rosneft transports most of its crude oil and petroleum products via pipeline network owned and operated by JSC "AK "Transneft" ("Transneft"), which is a natural state-owned pipeline monopoly. Rosneft also transports crude oil and petroleum products via railway network mainly owned and operated by Russian railways ("RZD"), another natural state-owned monopoly.

The FAS[4] has the authority to set Transneft's base tariffs for transportation of crude oil and petroleum products in Russia, which include a dispatch tariff, a pumping tariff, loading, charge-discharge, transshipment and other tariffs. Tariffs for railroad transportation are also regulated by the FAS. The tariffs are set in roubles and are not linked to the exchange rate.

The FAS sets tariffs for each separate route of the pipeline networks depending on the length of relevant routes, transportation direction and other factors, alternatively tariffs may be set for the entire route of the pipeline network. Tariffs for railroad transportation often depend on the type of cargo and the transportation route.

 

The FAS sets tariffs for gas pipeline transportation. The tariff includes two parts. The first part of tariff is fixed for "input and output" facilities and mostly depends on the remoteness of facilities. The second part of the tariff depends on gas transportation by Gazprom in the gas supply system and actual distance of gas transmission in a gas pipeline. Tariffs are set in roubles.

Recent changes of Transneft transportation tariffs

Crude oil

Starting from January 1, 2018 Transnet tariffs for oil pipeline transportation increased by 3.95%.

Starting from February 1, 2017 transit tariffs via Belarus territory increased by 7.7%.

Starting from January 1, 2017 Transnet tariffs for oil pipeline transportation increased up to 3.5%, and 4.0% indexation was applied to export tariffs for the pipeline VSTO to China and Kozmino.

Recent changes in railroad transportation tariffs

In 2018 tariffs for petroleum products transportation are supposed to grow up by 5.4% to December 2017 level.

Starting from February 1, 2017 there was a standardization of transportation of petroleum products tariff with decreasing coefficient setting within price limits.

Starting January 1, 2017 railroad transportation tariffs increased by 4.0%. Multiplying factor of 1.134 on tariffs was no longer applied to the export transportation of petroleum products. In January 2017 there was additional indexation to the tariff of December 2016 by 2%.

The Rosneft's average transportation tariffs in rouble terms applied to major transportation routes in the fourth and the third quarters of 2017 excluding transshipment are presented in the Appendix 2.

 

Business Segments and Intersegment sales

Most of all of Rosneft's operations and assets are located in the Russian Federation. As geographical regions of the Russian Federation have similar economic and legal characteristics, Rosneft does not present geographical segments separately. Rosneft also carries out projects outside Russia, including exploration and production projects in Norway, United Arab Emirates, Brazil, Vietnam, Venezuela and the USA and also stakes in refineries in Germany and Belarus.

Operating Segments

As at the reporting date the activities of Rosneft are divided into two main operating segments, based on the nature of their operations:

Exploration and production (Upstream). Geological exploration and development of fields and crude oil and gas production both on the onshore and offshore in the territory of Russia and abroad and internal oilfield service companies;

Refining and distribution (Downstream). Refining of crude oil, as well as the purchase, transportation, sale of crude oil and petroleum products to the third parties in Russia and abroad;

● Other activities form the "Corporate" segment and include banking, financial services and other corporate services.

Intersegment Sales

Rosneft's two main business segments are interconnected: the majority of the revenues of one main segment is included in the expenses of the other main segment. In particular, Upstream Group companies produce hydrocarbons and gas, Downstream Group companies acquire hydrocarbons and gas from Upstream Group companies and sell part of crude oil on the domestic market or outside of Russia, and processes the remaining part at own refineries or at the refineries of affiliates and third parties. Refined petroleum products are then either sold by the Company through wholesale in the international or domestic markets or sold to the Company's sale subsidiaries for subsequent distribution in Russia.

Intercompany sales present operational activity of segments as if the segments operate separately from each other within the vertically integrated company using transfer prices for settlements between segments. For the estimation of upstream revenues within vertically integrated company the price of Upstream (and the purchase price of Downstream) was recalculated using the export market price minus transportation cost, minus export duty, dispatches and other expenses relating to current sales. The price is established at oil gathering facility (point of sales) or connection point to Gasprom transportation system where Upstream dispatches the oil and gas to Downstream. All intercompany operations, including transactions from internal oilfield service companies and corporate service companies, are eliminated on the consolidation level.

 

46. Financial performance for the three months ended December 31, 2017 and September 30, 2017 and for the twelve months ended December 31, 2017 and 2016 (Consolidated statement of profit or loss)

in RUB billions

For 3 months ended

%

change

For 12 months

ended December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

Revenues and equity share in profits of associates and joint ventures

Oil, gas, petroleum products and petrochemicals sales

1,665

1 461

14.0%

5,877

4,887

20.3%

Support services and other revenues

21

20

5.0%

77

75

2.7%

Equity share in profits of associates and joint ventures

23

15

53.3%

60

26

>100%

Total revenues and equity share in profits of associates and joint ventures

1,709

1,496

14.2%

6,014

4,988

20.6%

Costs and expenses

Production and operating expenses

160

150

6.7%

607

559

8.6%

Cost of purchased oil, gas, petroleum products and refining costs

257

213

20.7%

837

614

36.3%

General and administrative expenses

57

41

39.0%

172

129

33.3%

Pipeline tariffs and transportation costs

152

146

4.1%

596

575

3.7%

Exploration expenses

6

4

50.0%

15

14

7.1%

Depreciation, depletion and amortization

146

144

1.4%

586

489

19.8%

Taxes other than income tax

550

470

17.0%

1,919

1,296

48.1%

Export customs duty

182

150

21.3%

658

657

0.2%

Total costs and expenses

1,510

1,318

14.6%

5,390

4,333

24.4%

Operating income

199

178

11.8%

624

655

(4.7)%

Finance income

27

24

12.5%

107

91

17.6%

Finance expenses

(57)

(56)

1.8%

(225)

(193)

16.6%

Other income

105

3

>100%

109

49

>100%

Other expenses

(32)

(25)

28.0%

(77)

(79)

(2.5)%

Foreign exchange differences

(6)

(1)

>100%

3

(70)

>100%

Cash flow hedges reclassified to profit or loss

(37)

(36)

2.8%

(146)

(147)

(0.7)%

Income before income tax

199

87

>100%

395

306

29.1%

Income tax expense

(54)

(27)

>100%

(98)

(114)

(14.0)%

Net income

145

60

>100%

297

192

54.7%

Net income attributable to

- Rosneft shareholders

100

47

>100%

222

174

27.6%

- non-controlling interests

45

13

>100%

75

18

>100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

47. Upstream Operating Results

The segment includes Rosneft Group companies that provide operating services, the independent enterprises that produce oil, gas and gas condensate in Russia and abroad, the joint ventures and exploration units in Russia and abroad, oil service companies. The segment includes revenues generated by the transfer of oil, gas and NGL to the Downstream segment for subsequent sales to third parties and all operating costs associated with production and exploration, and also revenues and costs of oil service companies that provide services to the Group companies.The results are set in the table below:

For 3 months ended

%

change

For 12 months

ended December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

Operational results

Hydrocarbon production (th. boe per day)

5,713

5,674

0.7%

5,718

5,369

6.5%

Crude oil and NGL production (th. barrels per day)

4,551

4,571

(0.4)%

4,577

4,252

7.6%

Gas production (th. boe per day)

1,162

1,103

5.3%

1,141

1,117

2.1%

Hydrocarbon production (mln boe)1

489.3

483.8

1.1%

1,938.0

1,822.3

6.3%

Financial results, RUB billions

EBITDA

384

330

16.4%

1,297

1,172

10.7%

Capital expenditures2

249

193

29.0%

798

608

31.3%

Upstream operating expenses

97.2

91.5

6.2%

359.0

302.9

18.5%

Indicators per boe

EBITDA, RUB/boe

785

682

15.1%

669

643

4.0%

Capital expenditures, RUB/boe

509

399

27.6%

412

334

23.4%

Upstream operating expenses, RUB/boe4

199

189

5.3%

185

166

11.4%

Upstream operating expenses, USD/boe3,4

3.4

3.2

6.3%

3.2

2.5

28.0%

 1 Excluding share in production of associates and joint ventures.

2 Ref. to "Capital expenditures".

3Calculated using monthly RUB/USD exchange rates for the reporting periods.

4 Excluding the acquisition of Bashneft assets, upstream operating expenses were 177 RUB/boe (3.0 USD/boe) in the twelve months of 2017 and163 RUB/boe (2.5 USD/boe ) in the twelve months of 2016.

Upstream EBITDA

 

For 3 months ended

%

change

For 12 months ended

December 31,

%

change

December 31,

2017

September 30,

2017

2017

20161

Revenues and equity share in profits of associates and joint ventures

938

785

19.5%

3,180

2,542

25.1%

Including equity share in profits of associates and joint ventures

15

10

50.0%

42

17

>100%

Expenses net of depreciation

602

504

19.4%

2,076

1,504

38.0%

including

Upstream operating expenses2

97

92

6.2%

359

303

18.5%

General and administrative expenses

16

14

14.3%

57

54

5.6%

Hydrocarbon procurement costs3

9

5

80.0%

35

25

40.0%

Pipeline tariffs and transportation costs and other costs4

6

6

-

32

35

(8.6)%

Exploration expenses

8

5

60.0%

19

14

35.7%

Taxes other than income tax

466

382

22.0%

1,574

1,073

46.7%

Effect of prepayments offsetting

48

49

(2.0)%

193

134

44.0%

EBITDA

384

330

16.4%

1,297

1,172

10.7%

1Effect of acquisition of Bashneft of RUB 26 billion is included in items of revenues and expenses in 2016.

2Percentage is calculated from unrounded data.

3See section "Cost of Purchased Oil, Gas and Petroleum Products and Refining Costs and others". Since September 2016 main procurement costs and related transportation expenses were transferred to the Downstream segment. Starting from January 2017 the procurement costs also include crude oil purchases for processing of Bashneft-Polyus.

4Other costs include revision of ecological reserves of RUB 0.1 billion and RUB 0.6 billion in the fourth and in the third quarters of 2017; and RUB 1.8 billion and RUB 5.4 billion in the twelve months of 2017 and 2016, respectively.

 

Operating indicators

Production of Crude Oil and NGL

Rosneft has main fully consolidated production and development enterprises, which produce crude oil in Western Siberia, Eastern Siberia, Timan Pechora, Central Russia, Southern part of European Russia and the Russian Far East. The Company also has a 20% stake in the Sakhalin-1 project and a 50% stake in JSC "Tomskneft" VNK, both accounted for using proportionate consolidation method. In addition, Rosneft participates in major production joint ventures accounted for using the equity method: Slavneft - 49.94%, Udmurtneft - 49.57% and Messoyakhaneftegaz - 50.0%. The Company also participates in international projects in Vietnam, Venezuela and Egypt. In October 2016 the Company acquired production assets of Bashneft. In April 2017 the Company acquired 100% shares in LLC National Petroleum Company - Projects.

The following table sets forth Rosneft's crude oil and NGL production:

For 3 months ended

%

change

For 12 months

ended December 31,

%

change

 

December 31,

2017

September 30,

2017

2017

2016

(million of barrels)

(million of barrels)

RN-Yuganskneftegaz (Western Siberia)

129.5

127.5

1.6%

492.6

471.4

4.5%

Projects of the Vankor group (Eastern Siberia)

39.0

40.6

(3.9)%

163.7

164.0

(0.2)%

Samotlorneftegaz (Western Siberia)

36.9

36.5

1.1%

144.5

148.4

(2.6)%

Bashneft-Dobycha (Central Russia)

30.7

30.7

-

122.7

31.41

>100%

Orenburgneft (Central Russia)

28.9

28.7

0.7%

116.3

122.9

(5.4)%

Samaraneftegaz (Central Russia)

23.6

23.3

1.3%

93.7

92.7

1.1%

RN-Uvatneftegaz (Western Siberia)

15.8

16.7

(5.4)%

71.3

86.0

(17.1)%

Verkhnechonskneftegaz (Eastern Siberia)

15.6

15.2

2.6%

61.3

64.4

(4.8)%

Varyeganneftegaz (Western Siberia)

11.0

11.9

(7.6)%

46.1

45.9

0.4%

RN-Nyaganneftegaz (Western Siberia)

10.7

11.5

(7.0)%

44.4

43.8

1.4%

RN-Purneftegaz (Western Siberia)

9.9

10.0

(1.0)%

38.8

39.3

(1.3)%

Tomskneft (Western Siberia)

8.3

8.8

(5.7)%

34.6

36.1

(4.2)%

RN-Severnaya Neft (Timan Pechora)

5.5

6.2

(11.3)%

24.0

24.9

(3.6)%

Offshore projects (Far East)2

4.9

4.5

8.9%

22.0

28.7

(23.3)%

Sorovskneft (Western Siberia)

3.1

3.7

(16.2)%

15.2

4.41

>100%

Bashneft-Polyus (Timan Pechora)3

2.0

3.1

(35.5)%

14.7

4.51

>100%

Taas-Yuryah (Far East)

2.8

2.2

27.3%

9.2

8.1

13.6%

Vostsibneftegaz (Eastern Siberia)

3.4

0.9

>100%

5.5

0.8

>100%

Kondaneft (Western Siberia)

1.6

0.1

>100%

1.7

-

-

Other

8.5

9.3

(8.6)%

35.9

36.3

(1.1)%

Crude oil and NGL production by fully

and proportionately consolidated enterprises

391.7

391.4

0.1%

1,558.2

1,454.0

7.2%

Slavneft (Western and Eastern Siberia)

12.6

13.5

(6.7)%

52.9

55.5

(4.7)%

Udmurtneft (Central Russia)

5.6

5.7

(1.8)%

22.4

23.2

(3.4)%

Messoyakhaneftegaz (Western Siberia)

3.4

3.1

9.7%

11.7

2.6

>100%

Other

5.4

6.8

(20.6)%

25.3

21.1

19.9%

Total share in production of associates and JV

27.0

29.1

(7.2)%

112.3

102.4

9.7%

Total crude oil and NGL production

418.7

420.5

(0.4)%

1,670.5

1,556.4

7.3%

Daily crude oil and NGL production

(th. barrels per day)

4,551

4,571

(0.4)%

4,577

4,252

7.6%

1Production from the acquisition date

2Net of royalty and government share.

3Refers to 100% consolidated share in production.

In the fourth quarter of 2017 oil and NGL production amounted to 418.7 mln barrels (0.4% decrease in comparison with the third quarter of 2017). The Company fulfills its obligations under the Agreement reached earlier on reduction of world crude oil production by OPEC+.

In the twelve months of 2017 crude oil and NGL production increased by 7.3% compared with the twelve months of 2016. Significant increase in production resulted from the acquisition of Bashneft assets in the fourth quarter of 2016, the intensification of production at Brownfields and the active development of new projects, and from increased share in JV Petromonagas (Venezuela) since May 2016.

The main factors of organic growth of oil and NGL production include: the growth of production at RN‑Yuganskneftegaz driven by high rates of production drilling with implementation of modern technologies for research and completion of wells, development of the new key projects such as Suzun, Yurubcheno-Tokhomskoe and East Messoyakh fields, and the increase in production at a number of Brownfields including RN‑Nyaganneftegaz, Varyeganneftegaz, Samaraneftegaz due to increased drilling activity and geological and technical measures.

 

In twelve months of 2017 the Company increased its development drilling by 29.5% up to 12 mln meters compared with the twelve months of 2016. Horizontal wells share increased up to 36%, the number of new horizontal wells with multi-stage hydraulic fracturing increased by 67%. The share of in-house drilling services in the total meterage drilled is app. 60%.

Production of Gas

The table below sets forth Rosneft's used gas1 production:

For 3 months ended

%

change

For 12 months

ended December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

bcm

bcm

Sibneftegas(Western Siberia)

3.19

3.16

0.9%

12.58

12.14

3.6%

Projects of the Vankor group (Eastern Siberia)2

2.08

2.00

4.0%

8.37

8.70

(3.8)%

Rospan International (Western Siberia)

1.65

1.65

-

6.45

6.22

3.7%

RN-Purneftegaz (Western Siberia)2

1.53

1.53

-

6.07

6.11

(0.7)%

Samotlorneftegaz  (Western Siberia)

1.52

1.34

13.4%

5.82

5.94

(2.0)%

RN-Yuganskneftegaz (Western Siberia)

1.25

1.24

0.8%

4.64

4.60

0.9%

Offshore projects (Far East)2,3

1.20

0.79

51.9%

4.13

2.82

46.5%

Varyeganneftegaz (Western Siberia)

1.05

1.00

5.0%

3.97

3.40

16.8%

RN-Krasnodarneftegaz (Southern Russia)

0.56

0.56

-

2.47

2.91

(15.1)%

RN-Nyaganneftegaz (Western Siberia)

0.43

0.48

(10.4)%

1.79

1.59

12.6%

Orenburgneft (Central Russia)

0.42

0.40

5.0%

1.74

2.32

(25.0)%

Tomskneft (Western Siberia)

0.25

0.24

4.2%

0.94

0.90

4.4%

Bashneft-Dobycha (Central Russia)2

0.14

0.13

7.7%

0.53

0.134

>100%

Samaraneftegaz (Central Russia)

0.14

0.11

27.3%

0.47

0.48

(2.1)%

RN-Sakhalinmorneftegaz (Far East)

0.10

0.09

11.1%

0.35

0.33

6.1%

RN-Uvatneftegaz (Western Siberia)

0.06

0.06

-

0.24

0.25

(4.0)%

Verkhnechonskneftegaz (Eastern Siberia)

0.06

0.06

-

0.23

0.19

21.1%

RN-Severnaya Neft (Timan Pechora)

0.05

0.05

-

0.21

0.23

(8.7)%

Sorovskneft (Western Siberia)

0.03

0.02

50.0%

0.11

0.034

>100%

Bashneft-Polyus (Timan Pechora) 5

0.01

0.02

(50.0)%

0.06

0.024

>100%

Other

0.31

0.24

29.2%

1.20

1.17

2.6%

Total gas production by fully and

proportionately consolidated enterprises

16.03

15.17

5.7%

62.37

60.48

3.1%

Purgaz (Western Siberia)

1.34

1.30

3.1%

5.30

5.75

(7.8)%

Slavneft (Western and Eastern Siberia)

0.11

0.11

-

0.45

0.47

(4.3)%

Other

0.07

0.08

(12.5)%

0.29

0.40

(27.5)%

Total share in production of associates and JV

1.52

1.49

2.0%

6.04

6.62

(8.8)%

Total gas production

17.55

16.66

5.3%

68.41

67.10

2.0%

Natural gas

7.95

7.86

1.1%

31.58

30.99

1.9%

Associated gas

9.60

8.80

9.1%

36.83

36.11

2.0%

Daily gas production (mcm per day)

190.8

181.1

5.4%

187.4

183.3

2.2%

1Production volume equals extracted volume minus flared volume and gas used for NGL production.

2 Including gas injection to maintain reservoir pressure.

3 Net of royalty and government share.

4Production from the acquisition date in 2016.

5Refers to 100% consolidated share in production.

Gas production in the fourth quarter of 2017 amounted to 17.55 bcm, higher by 5.3% compared with the third quarter of 2017. The production growth was mainly due to scheduled preventive maintenance at onshore oil treatment facility of Chaivo, maintenance of gas-compression station at Tyumen and Sibur gas processing facility in the third quarter of 2017.

Gas production in the twelve months of 2017 amounted to 68.41 bcm, increasing by 2.0% compared with the twelve months of 2016. The growth was mainly driven by the acquisition of Bashneft assets in the fourth quarter of 2016, the launch of new wells at Varyeganneftegaz in 2017 and increased gas delivery through the Tyumen compressor station after reconstruction, launch of new wells and optimisation of operating wells at Sibneftegaz.

The level of utilization of associated petroleum gas in the twelve months of 2017 was 89.2%.

Financial indicators

Equity share in financial results of upstream associates and joint ventures

The equity share in financial results of upstream associates and joint ventures was RUB 15 billion in the fourth quarter of 2017 due to positive dynamics of profits of JV projects. In the third quarter of 2017, the equity share in the financial results of upstream associates and joint ventures was RUB 10 billion of profit.

 

The equity share in the financial results of upstream associates and joint ventures was RUB 42 billion andRUB 17 billion of profit in the twelve months of 2017 and 2016, respectively. Income growth is mainly due to increased income of Messoyakhneftegaz after the launch of the East−Messoyakh field in September 2016, also income from the international projects.

Upstream production and operating expenses

Upstream production and operating expenses include materials and supplies, equipment maintenance and repairs, wages and salaries, activities to enhance oil and gas recovery, procurement of fuel and lubricants, electricity and other costs of Rosneft consolidated exploration and production units.

Upstream production and operating expenses were RUB 97.2 billion (199 RUB/boe) and increased by 6.2% (an increase of 5.3% per boe) in the fourth quarter of 2017 compared with RUB 91.5 billion (189 RUB/boe) in the third quarter of 2017. In the fourth quarter of 2017, the increase was mainly due to higher seasonal electricity supply and support transportation costs and increased maintenance costs of oil-field equipment.

Upstream production and operating expenses increased by 18.5% (an increase of 11.4% per boe) in the twelve months of 2017 compared to RUB 302.9 billion (166 RUB/boe) in the same period of 2016 that is mainly due to Bashneft assets acquisition in October 2016 and increased electricity expenses. In the twelve months of 2017 upstream production and operating costs per boe, excluding Bashneft upstream operational costs per boe, was177 RUB/boe (3.0 USD/boe) compared to 163 RUB/boe (2.5 USD/boe) in the twelve months of 2016. Organic growth of upstream operating expenses is mainly due to increased electricity expenses, maintenance of infrastructure and other scheduled workovers and oil field services.

Exploration Expenses[5]

Exploration expenses mainly relate to exploratory drilling, seismic and other geological and geophysical works. Exploratory drilling costs are generally capitalized if commercial reserves of crude oil and gas are discovered or expensed in the current period in the event of unsuccessful exploration results.

In the fourth quarter of 2017, exploration expenses amounted to RUB 6 billion compared to RUB 4 billion in the third quarter of 2017. Increase is due to growth of seismic surveys volumes in terms of international projects. In the twelve months of 2017 and 2016 exploration expenses were RUB 15 billion and RUB 14 billion, respectively.

Mineral extraction tax

The amount of mineral extraction tax was RUB 441 billion in the fourth quarter of 2017 compared toRUB 357 billion in the third quarter of 2017. The increase in MET expense was mainly due to enacted MET rate increase of 24.4% in the period due to the higher Urals price (by 17.8% in rouble).

The following table sets actual mineral extraction tax rates for the periods analysed:

For 3 months ended

change%

For 12 months

ended December 31,

change

%

December 31,

2017

September 30,

2017

2017

2016

(thousand RUB, except %)

Average enacted oil mineral extraction tax rate (per tonne)

9.72

7.81

24.4%

8.13

5.78

40.8%

Actual mineral extraction tax expense per tonne of oil produced

8.41

6.83

23.1%

7.06

5.06

39.5%

Actual mineral extraction tax expense per tonne of oil equivalent produced*

6.79

5.59

21.5%

5.74

4.15

38.3%

(RUB per thousand cubic meters. except %)

Аverage actual gas extraction tax rate

527

524

0.6%

521

535

(2.6)%

*Including consolidated oil and gas volumes.

The actual mineral extraction tax rate is lower than generally established tax rates for the analyzed periods primarily due to tax exemptions which are active in the form of reduced rates at particular fields, zero rates and reduced extraction tax rate by "Dm" coefficient which characterizes complexity of crude oil production at a particular oil field according to the Russian tax legislation (See section: "Mineral extraction tax").

 

 

 

 

 

48. Downstream Operating Results

The segment includes Group companies that provide services for oil and gas processing, petrochemical production in Russia and abroad, joint ventures, sales units of oil, gas and petroleum products to counterparties in Russia and abroad. The segment includes revenue generated from the sale of oil, gas, petrochemical products and petroleum products to third parties, and all operating costs associated with processing, trading and logistics.

The results set in the table below:

For 3 months ended

 

%

change

For 12 months

ended December 31,

 

%

change

December, 31

2017

September 30,

2017

2017

2016

Operational results, mln tonne

Crude oil processing at refineries

28.47

28.31

0.6%

112.80

100.26

12.5%

Processing at Company's own refineries in Russia

23.33

22.96

1.6%

92.61

79.95

15.8%

Processing at Company's own refineries outside Russia

3.02

3.15

(4.1)%

12.00

12.72

(5.7)%

Processing at Associates' refineries

2.12

2.20

(3.6)%

8.19

7.59

7.9%

Financial results, RUB billion

EBITDA

37

57

(35.1)%

180

150

20.0%

Capital expenditures of refineries1

21

18

16.7%

65

65

Operating expenses of processing in Russia

36.6

33.1

10.6%

129.1

88.3

46.2%

Operating expenses of processing outside Russia

8.3

5.0

66.0%

22.6

31.4

(28.0)%

Indicators per tonne of the output, RUB per tonne 2

EBITDA,

1,404

2,183

(35.7)%

1,721

1,619

6.3%

Capital expenditure of refineries

911

575

58.4%

621

701

(11.4)%

Operating expenses for processing in Russia

1,569

1,442

8.8%

1,394

1,105

26.2%

Operating expenses for processing outside Russia3

1,6893

1,587

6.4%

1,883

2,469

(23.7)%

1Refer to "Capital expenditures".

2Calculated from unrounded data.

3Excluding the expenses of the previous quarters of 2017 recognized in the fourth quarter of 2017 and the pre-turnaround costs related to the turnarounds scheduled for February 2018 at a number of refineries outside Russia.

 

Downstream EBITDA

For 3 months ended

%

сhange

For 12 months

ended December 31,

%

сhange

 

December 31,

2017

September 30,

2017

2017

20161

RUB billion

RUB billion

Revenues and equity share in profits

of associates and joint ventures

1,722

1,522

13.1%

6,099

5,012

21.7%

Including equity share in profits of associates and joint ventures

7

5

40.0%

16

8

100.0%

Expenses net of depreciation

1,685

1,465

15.0%

5,919

4,862

21.7%

including

Operating expenses at refineries, cost of additives and materials procured for processing

51

46

10.9%

176

163

8.0%

Operating expenses of retail companies

13

13

50

45

11.1%

Cost of purchased oil, gas, petroleum products and refining costs including intersegment turnover

1,209

1,021

18.4%

4,080

3,173

28.6%

Administrative expenses including doubtful debt allowances

12

9

33.3%

39

36

8.3%

Pipeline tariffs and transportation costs and other costs

147

145

1.4%

587

560

4.8%

Taxes other than income tax

92

96

(4.2)%

360

222

62.2%

Export customs duty

182

150

21.3%

658

657

0.2%

Effect of intragroup oil products inventory and others

(12)

1

(11)

12

EBITDA

28

41

(31.7)%

160

144

11.1%

Effect of intragroup crude oil inventory (income)/expense

(9)

(16)

(43.8)%

(20)

(6)

>100%

EBITDA adjusted 2

37

57

(35.1)%

180

150

20.0%

1 Effect of the acquisition of Bashneft of RUB 2 billion is included in revenues and expenses in 2016.

2Adjusted for the effect from intragroup crude oil inventory

 

Operating indicators

Petroleum Product Output

Rosneft processes produced and procured crude oil at its refineries: the Tuapse refinery on the Black Sea coast in the South of Russia, the Komsomolsk refinery in the Russian Far East, the Achinsk and Angarsk refineries in Eastern Siberia, the Kuibyshevsk, Novokuibyshevsk and Syzran refineries in the Samara region, the Saratov and Ryazan refineries (the European part of Russia) and others. Rosneft also processes crude oil in Belarus and in Germany. At the end of December 2016 the Company completed the restructuring of foreign refining assets ofRuhr Oel GmbH in Germany and increased its share in the Bayernoil refinery up to 25% (from 12.5%), in the Mineraloelraffinerie Oberrhein GmbH - up to 24% (from 12%), and the PCK Raffinerie GmbH up to 54.17% (from 35.42%), including additional share, which was acquired earlier in 2015. Starting from October 2016 crude oil processing at Bashneft refineries is incorporated in the oil processing of Rosneft group.

The following table sets forth Rosneft's crude oil processing and petroleum product output volumes:

For 3 months ended

%

change

For 12 months

ended December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

mln of tonnes

mln of tonnes

Crude oil processing at refineries in Russia*

25.36

25.03

1.3%

100.55

87.47**

15.0%

Crude oil processing at refineries outside Russia

3.11

3.28

(5.2)%

12.25

12.79

(4.2)%

including crude oil processing in German***

3.02

3.15

(4.1)%

12.00

12.72

(5.7)%

including crude oil processing in Belarus

0.09

0.13

(30.8)%

0.25

0.07

>100%

Total Group crude oil processing

28.47

28.31

0.6%

112.80

100.26

12.5%

Petroleum product output:

High octane gasoline

3.85

3.86

(0.3)%

15.18

12.49

21.5%

Low octane gasoline

0.02

0.03

(33.3)%

0.11

0.14

(21.4)%

Naphtha

1.64

1.49

10.1%

6.22

5.97

4.2%

Diesel

8.30

8.19

1.3%

33.01

27.51

20.0%

Fuel oil

5.76

5.29

8.9%

23.04

22.65

1.7%

Jet fuel

0.83

0.90

(7.8)%

3.31

3.06

8.2%

Petrochemicals

0.38

0.34

11.8%

1.52

0.90

68.9%

Other

3.58

3.98

(10.1)%

14.51

12.03

20.6%

Product output at Rosneft's refineries in Russia

24.36

24.08

1.2%

96.90

84.75

14.3%

Product output at refineries outside Russia

3.08

3.24

(4.9)%

12.18

13.46

(9.5)%

including crude oil output in Germany

2.99

3.13

(4.5)%

11.95

13.40

(10.8)%

including product output in Belarus

0.09

0.11

(18.2)%

0.23

0.06

>100%

Total Group product output

27.44

27.32

0.4%

109.08

98.21

11.1%

*Including processing at YANOS refinery.

** Including the Bashneft assets acquisition effect of 4.82 mln tonnes in 2016.

***Excluding additives obtained for processing

In the fourth quarter of 2017 Rosneft's total refinery throughput in Russia increased by 1.3% and amounted to 25.36 mln tonnes. The increase in production at Russian refineries compared to the third quarter of 2017 was mainly due to the growth of utilization rate at refineries in terms of current demand.

In the twelve months of 2017 crude oil processing volume at refineries in Russia was higher by 15.0% if compared with the same period of 2016, which is mainly attributable to the acquisition of Bashneft assets in the fourth quarter of 2016.

In the fourth quarter of 2017, processing at the refineries in Germany decreased by 4.1% in comparison with the third quarter of 2017 that is mainly driven by processing growth in the third quarter of 2017 in terms of positive macroeconomic environment and due to scheduled seasonal turnarounds.

 

 

 

 

 

 

 

Financial indicators

Revenues and equity share in profits of associates and joint ventures*

 

In the fourth quarter of 2018 revenues and equity share in profits of associates and joint ventures amounted to RUB 1,709 billion in comparison with RUB 1,496 billion in the third quarter of 2017. Increase in revenues inRUB terms is mainly due to raising of worldwide crude oil price (17.8% in RUB terms compared to the third quarter of 2017).

In the twelve months of 2017 and 2016 revenues and equity share in profits of associates and joint ventures amounted to RUB 6,014 billion and RUB 4,988 billion, respectively.

The table below presents revenues from sales of crude oil, gas, petroleum and petrochemical products and other revenues in billions of RUB**:

For 3 months ended

%

change

For 12 months ended December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

% of

revenue

% of

revenue

% of

revenue

% of

revenue

RUB billion, except %

Crude oil

International Sales to non-CIS

668

39.0%

560

37.5%

19.3%

2,279

37.9%

1,977

39.6%

15.3%

Europe and other directions

383

22.3%

335

22.5%

14.3%

1,324

22.0%

1,128

22.6%

17.4%

Asia

285

16.7%

225

15.0%

26.7%

955

15.9%

849

17.0%

12.5%

International sales to CIS

42

2.5%

35

2.3%

20.0%

145

2.4%

118

2.4%

22.9%

Domestic sales

39

2.3%

31

2.1%

25.8%

116

1.9%

82

1.6%

41.5%

Total crude oil

749

43.8%

626

41.9%

19.6%

2,540

42.2%

2,177

43.6%

16.7%

Gas

61

3.6%

48

3.2%

27.1%

215

3.6%

214

4.3%

0.5%

Petroleum products

International Sales to non-CIS

444

26.0%

380

25.4%

16.8%

1,626

27.1%

1,309

26.3%

24.2%

Europe and other directions

338

19.8%

276

18.4%

22.5%

1,210

20.2%

984

19.8%

23.0%

Asia

106

6.2%

104

7.0%

1.9%

416

6.9%

325

6.5%

28.0%

International Sales to CIS

39

2.3%

35

2.3%

11.4%

117

1.9%

65

1.3%

80.0%

Domestic sales

330

19.3%

330

22.1%

0.0%

1,226

20.4%

963

19.3%

27.3%

Wholesale

204

11.9%

204

13.7%

0.0%

751

12.5%

545

10.9%

37.8%

Retail

126

7.4%

126

8.4%

0.0%

475

7.9%

418

8.4%

13.6%

Sales of bunker fuel to end-users

17

1.0%

15

1.0%

13.3%

57

0.9%

36

0.7%

58.3%

Total petroleum products

830

48.6%

760

50.8%

9.2%

3,026

50.3%

2,373

47.6%

27.5%

Sales of LNG

1

0.1%

8

0.5%

(87.5)%

12

0.2%

3

0.1%

>100%

Petrochemical products

24

1.4%

19

1.3%

26.3%

84

1.4%

120

2.4%

(30.0)%

International sales

9

0.5%

7

0.5%

28.6%

31

0.5%

96

1.9%

(67.7)%

Domestic sales

15

0.9%

12

0.8%

25.0%

53

0.9%

24

0.5%

>100%

Sales of petroleum products, petrochemicals and LNG

855

50.1%

787

52.6%

8.6%

3,122

51.9%

2,496

50.1%

25.1%

Support services and other revenues

21

1.2%

20

1.3%

5.0%

77

1.3%

75

1.5%

2.7%

Equity share in profits of associates and joint ventures

23

1.3%

15

1.0%

53.3%

60

1.0%

26

0.5%

>100%

Total revenues and equity share in profits of associates and joint ventures

1,709

100.0%

1,496

100.0%

14.2%

6,014

100.0%

4,988

100.0%

20.6%

* Under IFRS consolidated financial statements.

**The difference between percentages presented in the above table and other section is a result of rounding.

 

 

Sales Volumes

The table below analyses crude oil, gas, petroleum and petrochemical product sales volumes:

For 3 months ended

%

change

For 12 months

ended December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

mln

bbl

% of

total

volume

mln

bbl

% of

total

volume

mln

bbl

% of

total

volume

mln

bbl

% of

total

volume

Crude oil

International Sales to non-CIS

214.0

47.0%

214.6

47.3%

(0.3)%

839.6

46.9%

791.5

47.9%

6.1%

Europe and other directions

121.4

26.6%

127.3

28.1%

(4.6)%

486.4

27.2%

472.4

28.5%

3.0%

Asia

92.6

20.4%

87.3

19.2%

6.1%

353.2

19.7%

319.1

19.4%

10.7%

International Sales to CIS

15.6

3.4%

14.8

3.3%

5.4%

62.2

3.5%

59.2

3.6%

5.1%

Domestic

14.8

3.3%

14.1

3.1%

5.0%

51.1

2.9%

42.2

2.6%

21.1%

Total crude oil

244.4

53.7%

243.5

53.7%

0.4%

952.9

53.3%

892.9

54.1%

6.7%

Crude oil

mln

tonnes

mln

tonnes

mln

tonnes

mln

tonnes

International Sales to non-CIS

28.9

47.0%

29.0

47.3%

(0.3)%

113.4

46.9%

106.9

47.9%

6.1%

Europe and other directions

16.4

26.6%

17.2

28.1%

(4.6)%

65.7

27.2%

63.8

28.5%

3.0%

Asia

12.5

20.4%

11.8

19.2%

6.1%

47.7

19.7%

43.1

19.4%

10.7%

International Sales to CIS

2.1

3.4%

2.0

3.3%

5.4%

8.4

3.5%

8.0

3.6%

5.1%

Domestic sales

2.0

3.3%

1.9

3.1%

5.0%

6.9

2.9%

5.7

2.6%

21.1%

Total crude oil

33.0

53.7%

32.9

53.7%

0.4%

128.7

53.3%

120.6

54.1%

6.7%

Petroleum products

International Sales to non-CIS

15.6

25.5%

14.8

24.2%

5.4%

63.7

26.3%

61.1

27.4%

4.3%

Europe and other directions

11.8

19.3%

10.2

16.7%

15.7%

46.0

19.0%

45.9

20.6%

0.2%

Asia

3.8

6.2%

4.6

7.5%

(17.4)%

17.7

7.3%

15.2

6.8%

16.4%

International Sales to CIS

1.3

2.1%

1.4

2.3%

(7.1)%

4.4

1.8%

2.6

1.2%

69.2%

Domestic sales

10.0

16.3%

10.2

16.6%

(2.0)%

38.7

16.0%

32.8

14.7%

18.0%

Wholesale

6.9

11.3%

7.2

11.7%

(4.2)%

27.0

11.2%

21.9

9.8%

23.3%

Retail

3.1

5.0%

3.0

4.9%

3.3%

11.7

4.8%

10.9

4.9%

7.3%

Sales of bunker fuel to end-users

0.7

1.1%

0.8

1.3%

(12.5)%

2.8

1.2%

1.9

0.9%

47.4%

Total petroleum products

27.6

45.0%

27.2

44.4%

1.5%

109.6

45.3%

98.4

44.2%

11.4%

Sales of LNG

0.0

0.0%

0.5

0.8%

(100.0)%

0.6

0.2%

0.2

0.1%

>100%

Petrochemical products

0.8

1.3%

0.7

1.1%

14.3%

2.8

1.2%

3.5

1.6%

(20.0)%

International sales

0.3

0.5%

0.3

0.4%

0.0%

1.1

0.5%

2.4

1.1%

(54.2)%

Domestic sales

0.5

0.8%

0.4

0.7%

25.0%

1.7

0.7%

1.1

0.5%

54.5%

Total crude oil and products, LNG

61.4

100.0%

61.3

100.0%

0.2%

241.7

100.0%

222.7

100.0%

8.5%

Gas

bcm

bcm

bcm

bcm

Sales Volumes

17.59

14.42

22.0%

63.91

65.00

(1.7)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Sales Prices

The following table sets forth Rosneft's average export and domestic prices of crude oil, gas, petroleum products and petrochemical products (the average sales prices may differ from official market prices provided by specialized agencies due to different quality of products and sales terms)*:

For 3 months ended

%

change

For 12 months ended

December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

th.RUB/barrel

th.RUB/tonne

th.RUB/barrel

th.RUB/tonne

th.RUB/barrel

th.RUB/tonne

th.RUB/barrel

th.RUB/tonne

Average prices on foreign markets

Crude oil, non-CIS

3.36

24.9

2.85

21.1

18.0%

2.95

21.9

2.68

19.9

10.1%

Europe and other directions**

3.31

24.5

2.81

20.8

17.8%

2.89

21.4

2.61

19.3

10.9%

Asia**

3.43

25.4

2.91

21.6

17.6%

3.06

22.6

2.81

20.8

8.7%

Crude oill, CIS

2.69

19.9

2.29

17.0

17.1%

2.32

17.1

1.98

14.7

16.3%

Petroleum products, non- CIS

28.9

25.6

12.9%

25.8

21.6

19.4%

Europe and other directions

29.3

26.8

9.3%

26.6

21.6

23.1%

Asia

27.7

23.0

20.4%

23.6

21.7

8.8%

Petroleum products, CIS

29.7

26.2

13.4%

26.7

24.8

7.7%

Sales of LNG

18.9

18.8

0.5%

18.9

20.0

(5.5)%

Petrochemical products

31.5

27.1

16.2%

29.1

39.3

(26.0)%

Average domestic prices

Crude oil

2.61

19.3

2.22

16.4

17.7%

2.26

16.7

1.94

14.4

16.0%

Petroleum products

33.0

32.2

2.5%

31.7

29.4

7.8%

Wholesale

29.5

28.3

4.2%

27.8

24.9

11.6%

Retail

41.2

41.4

(0.5)%

40.7

38.3

6.3%

Gas (RUB./the cubic meter) ***

3.44

3.29

4.6%

3.33

3.24

2.8%

Petrochemical products

32.8

31.6

3.8%

32.0

22.3

43.5%

Sales of bunker fuel to end-users

21.4

20.0

7.0%

20.0

18.5

8.1%

*Average price is calculated from unrounded figures.

**Price excludes revenues under prepaid long-term crude oil supply contracts and revenues from crude oil sales to Transneft (RUB 32 billion and RUB 27 billion, in the fourth quarter of 2017 and in the third quarter of 2017;RUB 111 billion and RUB 97 billion in the twelve months of 2017 and 2016, respectively).

***Including gas sales outside Russian Federation average gas prices were 3.47 th.RUB./th. cubic meter in the fourth quarter of 2017 and3.32 th.RUB./th. cubic meter in the third quarter of 2017, 3.36 th.RUB./th. cubic meter and 3.30 th.RUB./th. cubic meter in the twelve months of 2017 and 2016, respectively.

 

International Crude Oil Sales to non-CIS

Revenues from international crude oil sales to non-CIS countries in the fourth quarter of 2017 amounted to RUB 668 billion compared to RUB 560 billion in the third quarter of 2017. Revenue increase was due to the 18.0% upturn in average price or RUB 108 billion and was partially offset by decrease in sales volumes by 0.3% (unfavorable impact on revenue of RUB 1 billion).

In the twelve months of 2017 revenues from international crude oil sales to non-CIS countries increased by 15.3% compared with the same period of 2016. Average sales price upturn by 10.1% (positive impact on revenue of RUB 228 billion) was accompanied by increase in sales volume by 6.1% (favorable impact on revenue ofRUB 128 billion).

International Crude Oil Sales to CIS

Revenue from sales of crude oil to CIS in the fourth quarter of 2017 amounted to RUB 42 billion in comparison with RUB 35 billion in the third quarter of 2017. The upturn of average sales price by 17.1% (favorable impact on revenues of RUB 6 billion) was accompanied by increase in sales volume of 5.4% (positive impact on revenue of RUB 1 billion).

In the twelve months of 2017 and 2016 revenues from international crude oil sales to CIS countries amounted to RUB 145 billion and RUB 118 billion, respectively. Increase in average sales price of 16.3% (favorable impact on revenues of RUB 21 billion) was accompanied by increase in sales volume by 5.1% (favorable impact on revenue of RUB 6 billion)

 

 

Domestic Sales of Crude Oil

In the fourth quarter of 2017 revenues from domestic sales of crude oil amounted to RUB 39 billion, which is 25.8% higher than in the third quarter of 2017, due to volume increase of 5.0% (favorable impact on revenue of RUB 2 billion) and was accompanied by average sales price upturn up to 17.7% (favorable impact on revenue of RUB 6 billion).

In the twelve months of 2017 revenues from domestic crude oil sales amounted RUB 116 billion that were 41.5% higher in comparison with the same period of 2016, which was mainly attributable to growth of crude oil sales volumes up to 21.1% (favorable effect on revenues of RUB 17 billion) and was accompanied by upturn of average sales price by 16.0% (positive impact on revenue of RUB 17 billion).

 

International Petroleum Product Sales to Non-CIS

The table below sets forth Rosneft's revenue, volume and average price per tonne of petroleum products sold to non-CIS countries in the fourth quarter of 2017 and in the third quarter of 2017*:

For 3 months ended

% change

December 31, 2017

September 30, 2017

RUB billion

mln of tonnes

Average price

th. RUB/

tonne

RUB billion

mln of tonnes

Average

price

th.RUB/

tonne

RUB billion

mln of tonnes

Average

price

th.RUB/

tonne

High octane gasoline

5

0.1

37.3

5

0.2

34.6

0.0%

(50.0)%

7.8%

Naphtha

47

1.4

32.1

42

1.6

27.1

11.9%

(12.5)%

18.5%

Diesel (Gasoil)

114

3.9

29.8

88

3.2

26.5

29.5%

21.9%

12.5%

Fuel oil

120

6.1

20.8

105

5.7

18.6

14.3%

7.0%

11.8%

Other

7

0.2

32.7

7

0.4

21.0

0.0%

(50.0)%

55.7%**

Petroleum products exported to non-CIS

293

11.7

25.6

247

11.1

22.4

18.6%

5.4%

14.3%

Petroleum products sold from German refineries

116

2.8

41.6

112

2.8

39.3

3.6%

0.0%

5.9%

Petroleum products bought and sold outside Russia

35

1.1

31.8

21

0.9

23.3

66.7%

22.2%

36.5%

Trading of petroleum products outside Russia

151

3.9

38.8

133

3.7

35.6

13.5%

5.4%

9.0%

Total

444

15.6

28.9

380

14.8

25.6

16.8%

5.4%

12.9%

*Average price is calculated from unrounded figures.

** Average price change was due to mix product

Revenues from the international sales of petroleum products to non-CIS countries in the fourth quarter of 2017 were RUB 444 billion in comparison with RUB 380 billion in the third quarter of 2017, which is 16.8% higher due to the upturn of average price up to 12.9% (positive impact on revenues of RUB 46 billion) which was accompanied by increase in sales volumes of 5.4% (favorable impact on revenues of RUB 18 billion).

The table below sets forth Rosneft's revenues, volume and average price per tonne of petroleum products sold to non-CIS countries in the twelve months of 2017 and 2016*:

For 12 months ended December 31,

% change

2017

2016

RUB

billion

million of tonnes

Average

price

th.RUB/

tonne

RUB

billion

million of tonnes

Average

Price

 th.RUB/

tonne

RUB

 billion

million of tonnes

Average

 price th.RUB/

tonne

High octane gasoline

21

0.6

35.2

15

0.5

32.4

40.0%

20.0%

8.6%

Naphtha

171

6.1

27.9

148

5.8

25.4

15.5%

5.2%

9.8%

Diesel (Gasoil)

426

15.8

26.9

338

13.7

24.6

26.0%

15.3%

9.3%

Fuel oil

449

25.0

18.6

375

25.0

15.3

19.7%

0.0%

21.6%

Other

26

1.0

26.6

18

0.8

23.8

44.4%

25.0%

11.8%

Petroleum products exported to non-CIS

1,093

48.5

22.9

894

45.8

19.7

22.3%

5.9%

16.2%

Petroleum products sold from German refineries

416

10.6

39.3

328

11.1

29.6

26.8%

(4.5)%

32.8%

Petroleum product purchased and sold outside Russia

117

4.6

25.4

87

4.2

20.9

34.5%

9.5%

21.5%

Trading of petroleum products outside Russia

533

15.2

35.1

415

15.3

27.2

28.4%

(0.7)%

29.0%

Total

1,626

63.7

25.8

1,309

61.1

21.6

24.2%

4.3%

19.4%

*Average price is calculated from unrounded figures.

 

In the twelve months of 2017 revenues from sales of petroleum products to non-CIS countries were 24.2% higher than in the twelve months of 2016 and amounted to RUB 1,626 billion mainly due to average price upturn by 19.4% (favourable impact on revenues of RUB 265 billion), and sales volumes growth of 4.3% (favorable impact on revenues of RUB 57 billion) taking into account the acquisition of new assets in 2016.

Growth of sales of petroleum products purchased and sold outside Russia resulted from an increased trading activity of the foreign division of the Company.

International Petroleum Product Sales to CIS

Revenues from sales of petroleum products to the CIS countries were RUB 39 billion in the fourth quarter of 2017, 11.4% higher, in comparison with the third quarter of 2017 mainly due to upturn of average sales price by 13.4% (favorable effect on revenues of RUB 5 billion), and was partially offset by the decrease in sales volumes by 7.1% (negative impact on revenues of RUB 1 billion).

Revenues from sales of petroleum products to the CIS countries in the twelve months of 2017 were approximately twofold higher (or increase of RUB 52 billion) compared to the same period of 2016, that were due to significant increase in petroleum products sales volumes by 69.2% (favorable effect on revenues of RUB 45 billion) and upturn of average sales price by 7.7% or RUB 7 billion.

 

Domestic Sales of Petroleum Products

The table below sets forth Rosneft's revenue, volume and average price per tonne of petroleum products sold in Russia in the fourth quarter of 2017 and in the third quarter of 2017*:

For 3 months ended

% change

December 31, 2017

September 30, 2017

RUB billion

mln of tonnes

Average price th. RUB/

tonne

RUB billion

mln of tonnes

Average price th. RUB/

tonne

RUB billion

mln of tonnes

Average

price th. RUB/

tonne

High octane gasoline

154

3.8

40.9

162

3.9

41.1

(4.9)%

(2.6)%

(0.5)%

Diesel (Gasoil)

114

3.0

38.3

110

3.3

33.4

3.6%

(9.1)%

14.7%

Fuel oil

13

1.1

12.6

8

0.6

10.9

62.5%

83.3%

15.6%

Jet fuel

31

0.9

34.6

28

0.9

31.5

10.7%

0.0%

9.8%

Other

18

1.2

14.1

22

1.5

15.6

(18.2)%

(20.0)%

(9.6)%

Total

330

10.0

33.0

330

10.2

32.2

0.0%

(2.0)%

2.5%

*Average price is calculated from unrounded figures.

Revenues from sales of petroleum products on the domestic market were RUB 330 billion in the fourth quarter of 2017. A 2.5% upturn of average sales price (positive effect on revenue of RUB 8 billion), was offset by decrease in petroleum products sales volume of 2.0% (unfavorable effect on revenue of RUB 8 billion).

The table below sets forth Rosneft's revenue, volume and average price per tonne of petroleum products sold in Russia in the twelve months of 2017 and 2016*:

For 12 months ended December 31,

% change

 

2017

2016

 

RUB

 billion

million of

tonnes

Average price

th.RUB/

tonne

RUB

 billion

million of

tonnes

Average price th.RUB/

tonne

RUB

billion

million of

tonnes

Average price th.RUB/

tonne

High octane gasoline

609

15.3

39.8

483

12.8

37.7

26.1%

19.5%

5.6%

Diesel (Gasoil)

408

11.8

34.6

328

10.7

30.7

24.4%

10.3%

12.7%

Fuel oil

36

3.2

11.2

15

2.0

7.4

>100.0%

60.0%

51.4%

Jet fuel

103

3.3

31.5

85

3.0

27.9

21.2%

10.0%

12.9%

Other

70

5.1

13.7

52

4.3

12.3

34.6%

18.6%

11.4%

Total

1,226

38.7

31.7

963

32.8

29.4

27.3%

18.0%

7.8%

*Average price is calculated from unrounded figures.

Revenues from sales of petroleum products on the domestic market in the twelve months of 2017 amounted to RUB 1,226 billion and were 27.3% higher compared to the same period of 2016. The increase was due to sales volume growth of 18.0% (favorable effect on revenue of RUB 173 billion) and average sales price growth of 7.8% (favorable effect on revenue of RUB 90 billion).

Sales of LNG

The Company supplies LNG under a contract with the Egyptian Natural Gas Holding Company, concluded in August of 2015. Sales volumes in the twelve months of 2017 amounted to 0.6 mln tonnes (RUB 12 billion).

Sales of bunker fuel

The Company sells bunker fuel (fuel oil, low-viscosity marine fuel and diesel fuel) in the seaports (the Far East, the North, the North West and the South of the European part of Russia) and river ports (the Volga-Don basin and in the rivers of Siberia) of the Russian Federation and in the ports outside the Russian Federation.

Revenues from sales of bunker fuel in the fourth quarter of 2017 increase in comparison with the third quarter of 2017 and amounted to RUB 17 billion, mainly due to increase in average sales price.

Revenues from sales of bunker fuel in the twelve months of 2017 increased by 58.3% or RUB 21 billion in comparison with the same period of 2016 due to sales volumes growth of 47.4% (positive effect on revenue ofRUB 17 billion), accompanied by average sales price upturn of 8.1% (favorable effect on revenue of RUB 4 billion).

Petrochemical Products Sales

Revenues from sales of petrochemical products in the fourth quarter of 2017 and in the third quarter of 2017 amounted to RUB 24 billion (0.8 mln tonnes) and RUB 19 billion (0.7 mln tonnes), respectively.

Petrochemical products sales volumes from the German refineries amounted to 0.13 mln tonnes and0.14 mln tonnes in the fourth and third quarters of 2017, respectively.

Revenues from sales of petrochemical products in the twelve months of 2017 decreased by RUB 36 billion and amounted to RUB 84 billion compared to the same period of 2016. International revenues decreased byRUB 65 billion due to decline in sales volumes of 54.2% (negative impact on revenues of RUB 51 billion) which was accompanied by downturn in average sales price by 26.0% (negative impact on revenues of RUB 14 billion). Domestic sales of petrochemical products increased by RUB 29 billon mainly due to the 43.5% upturn in the average sales price (positive impact on revenues of RUB 16 billion) and increase in sales volumes of 54.5% (positive impact on revenues of RUB 13 billion).

Gas Sales

The Company strategy envisages gas business expansion on the Russian gas domestic market. In order to increase its share on the gas domestic market Rosneft implements gas program aimed at diversification of trading channels and building of long-term contracts portfolio.

The table below sets forth revenues, volumes and average price of gas sales by Rosneft*:

For 3 months ended

%

change

For 12 months ended

December 31,

%

change

December 31,  

2017

September 30,

2017

2017

2016

RUB billion

RUB billion

Revenue

In the Russian Federation

59.8

47.0

27.2%

210.4

208.0

1.2%

Outside the Russian Federation

1.2

0.9

33.3%

4.4

6.4

(31.3)%

Total

61.0

47.9

27.3%

214.8

214.4

0.2%

Sales volumes

bcm

bcm

In the Russian Federation

17.41

14.28

21.9%

63.22

64.19

(1.5)%

Outside the Russian Federation

0.18

0.14

28.6%

0.69

0.81

(14.8)%

Total

17.59

14.42

22.0%

63.91

65.00

(1.7)%

Average price

th. RUB/th.

of cubic metres

th. RUB/th.

of cubic metres

In the Russian Federation

3.44

3.29

4.6%

3.33

3.24

2.8%

Outside the Russian Federation

6.93

6.22

11.4%

6.34

7.82

(18.9)%

Average price of the Company

3.47

3.32

4.5%

3.36

3.30

1.8%

*Average price is calculated from unrounded figures.

In the fourth quarter of 2017 revenues from gas sales in the Russian Federation increased compared to the third quarter of 2017 and amounted to RUB 59.8 billion. Higher revenues were due to increased sales volumes by 21.9% (positive impact on revenues of RUB 10.2 billion) that was driven by seasonal demand and growth of average sales prices by 4.6% (+RUB 2.6 billion).

In the Russian Federation gas sales upturn of 1.2% in the twelve months of 2017 compared with the same period of 2016 resulted from average sales price upturn of 2.8% (positive impact on revenues of RUB 5.6 billion), despite the decrease in gas sales volumes of 1.5% or RUB 3.2 billion.

 

Support Services and Other Revenues

Rosneft owns service companies that render drilling, construction, repairs and other services mainly to the companies within the Group. Revenues from services rendered to third parties are reported in the consolidated statements of profit or loss.

The following table sets forth Rosneft's other revenues for the periods analysed:

For 3 months ended

%

change

 

For 12 months ended December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

% of total revenue

% of total revenue

% of total revenue

% of total revenue

billion RUB, except %

Drilling services

0.9

4.3%

1.1

5.5%

(18.2)%

4.3

5.6%

2.9

3.9%

48.3%

Sales of materials

7.9

37.8%

7.9

39.7%

0.0%

27.4

35.6%

25.4

33.8%

7.9%

Repairs and maintenance services

0.6

2.9%

0.7

3.5%

(14.3)%

2.5

3.2%

3.0

4.0%

(16.7)%

Rent services

1.3

6.2%

1.1

5.5%

18.2%

5.3

6.9%

5.3

7.0%

0.0%

Construction services

0.2

1.0%

0.1

0.5%

100.0%

0.5

0.6%

0.2

0.3%

>100.0%

Transport services

3.7

17.7%

3.6

18.1%

2.8%

14.7

19.0%

14.8

19.7%

(0.7)%

Electric power sales and transmission

3.0

14.4%

2.3

11.6%

30.4%

9.9

12.8%

7.8

10.4%

26.9%

Other revenues

3.3

15.7%

3.1

15.6%

6.5%

12.6

16.3%

15.8

20.9%

(20.3)%

Total

20.9

100.0%

19.9

100.0%

5.0%

77.2

100.0%

75.2

100.0%

2.7%

Support services and other revenues in the fourth quarter of 2017 amounted to RUB 21 billion and were 5.0% higher in comparison with the third quarter of 2017.

Support services and other revenues in the twelve months of 2017 increased by 2.7% compared with the same period of 2016.

Equity share in profits of downstream associates and joint ventures

The equity share in net financial results (profits) of downstream associates and joint ventures amounted to RUB 7 billion and RUB 5 billion in the fourth and third quarters of 2017, respectively[6]. The equity share in net financial results (profits) growth was driven by the income from the Essar project (RUB 4.6 billion) in the fourth quarter of 2017. The equity share in net financial results of downstream associates and joint ventures was RUB 16 billion and RUB 8 billion in the twelve months of 2017 and 2016, respectively.

 

Downstream production and operating costs

Downstream operating expenses include*:

For 3 months ended

%

change

For 12 months ended

December 31,

% change

December 31,

2017

September 30,

2017

2017

2016**

billion RUB, except %

Operating expenses at refineries in Russia

36.6

33.1

10.6%

129.1

88.3

46.2%

Operating expenses at refineries and cost of additives and materials procured for processing outside Russia

14.7

11.9

23.5%

46.5

75.1

(38.1)%

Operating expenses of retail companies including:

13.0

12.9

0.8%

49.8

44.6

11.7%

operating expenses

9.4

8.9

5.6%

35.2

30.9

13.9%

purchase cost of other inventories

3.6

4.0

(10.0)%

14.6

13.7

6.6%

Downstream operating expenses

64.3

57.9

11.1%

225.4

208.0

8.4%

Intragroup inventory effect and others

(21.3)

(14.7)

44.9%

(30.8)

6.0

Total Downstream Operating expenses***

43.0

43.2

(0.5)%

194.6

214.0

(9.1)%

*The difference between percentages presented in the above table and other sections is a result of rounding.

**Effect of the acquisition of Bashneft assets of RUB 11.9 billion is included in the expenses in 2016.

***Cost of materials for blending at the retail companies was presented in the "Cost of Purchased Oil, Gas and Petroleum Products and Refining Costs". The comparative periods were adjusted respectively.

 

Operating expenses of refineries and retail companies in the fourth quarter of 2017 increased by 11.1% compared with the third quarter of 2017 and amounted to RUB 64.3 billion.

In the twelve months of 2017, operating expenses of refineries and retail companies increased by 8.4% compared with the same period of 2016, that was mainly driven by the acquisition of Bashneft assets.

Operating expenses at Company's refineries

The table below shows operating expenses at Rosneft's refineries:

For 3 months ended

%

change

For 12 months ended

December 31,

%

change

December 31,  

2017

September 30,

 2017

2017

2016

Operating expenses at refineries in Russia (RUB billion)

36.6

33.1

10.6%

129.1

88.3*

46.2%

Operating expenses per tonne of petroleum product and petrochemical output (RUB per tonne)

1,634

1,497

9.2%

1,444

1,137

27.0%

Operating expenses per tonne of crude oil throughput (RUB per tonne)

1,569

1,442

8.8%

1,394

1,105

26.2%

Operating expenses at refineries outside Russia (RUB billion)**

8.3

5.0

66.0%

22.6

31.4

(28.0)%

Operating expenses per tonne of petroleum product and petrochemical output (RUB per tonne)

1,706***

1,597

6.8%

1,891

2,345

(19.4)%

Operating expenses per tonne of crude oil throughput (RUB per tonne)

1,689***

1,587

6.4%

1,883

2,469

(23.7)%

Total operating expenses at Rosneft's refineries (RUB billion)

44.9

38.1

17.8%

151.7

119.7

26.7%

*Operating expenses include the effect of acquisition of Bashneft assets of RUB 10.84 billion in 2016.

**Refineries outside Russia also procured the additives and materials for processing: in the fourth quarter of 2017 - RUB 6.4 billion, in the third quarter of 2017 - RUB 6.9 billion; in the twelve months of 2017 and 2016 - RUB 23.9 billion and RUB 43.7 billion, respectively.

***The effect of costs related to carrying out the turnarounds at refineries scheduled for February 2018 and expenses of the previous periods of 2017 recognized in the fourth quarter of 2017, amounted to RUB 3.2 billion, and this amount is excluded for the estimation of operating expenses per tonne for the relevant period of 2017.

Operating expenses of Rosneft's refineries in Russia in the fourth quarter of 2017 amounted toRUB 36.6 billion and increased by 10.6% compared with the third quarter of 2017. Increase in operating expenses is mainly driven by scheduled increase in volumes of turnarounds, maintenance services and seasonal growth of energy consumption caused by the production upturn in the fourth quarter of 2017.

In the twelve months of 2017 operating expenses of Rosneft's refineries in Russia increased by 46.2% compared with the same period of 2016 mainly due to the acquisition of Bashneft assets in the fourth quarter of 2016, increased tariffs of natural monopolies and indexation of wages.

Operating expenses of Rosneft's refineries outside Russia increased in the fourth quarter of 2017 in comparison with the third quarter of 2017 due to recognized expenses of the previous periods of 2017 and incurred costs of carrying out the turnarounds at some of the refineries scheduled for February 2018, in the total amount of RUB 3.2 billion. Excluding this effect the operating expenses amounted to RUB 5.1 billion and increased by 2.0% compared with the third quarter of 2017 due to higher volumes of turnarounds. Reduction of operating expenses at the refineries outside Russia in the twelve months of 2017 in comparison with the same period of 2016 resulted from completion of the restructuring of ROG (JV with BP Group in oil processing and sales in Western Europe) and RUB appreciation against the euro.

In the fourth quarter of 2017 operating costs per tonne of crude oil throughput of Rosneft's refineries in Russia increased by 8.8% compared with the third quarter of 2017 and amounted to RUB 1,569 per tonne. The increase was mostly due to higher scheduled turnaround expenses. The increase of 26.2% in operating costs per tonne at refineries in Russia in the twelve months of 2017 compared with the same period of 2016 was due to the acquisition of Bashneft assets with higher operating costs caused by more complex process production (production of fuel oil and aromatics) and by increased tariffs of natural monopolies, indexation of wages.

Operating expenses per tonne of crude oil throughput of Rosneft's refineries outside Russia were RUB 1,689 per tonne in the fourth quarter of 2017 (an increase of 6.4%) compared with the third quarter of 2017. Operating expenses per tonne of crude oil throughput of Rosneft's refineries outside Russia decreasedto RUB 1,883 per tonne in the twelve months of 2017 (a decrease of 23.7%), compared with the twelve months of 2016 that was mainly due to reduction in maintenance and turnaround expenses and RUB appreciation of 12.6% in the twelve months of 2017.

 

Cost of Purchased Oil, Gas and Petroleum Products and Refining Costs and others

The following table shows Rosneft's crude oil, gas and petroleum products procurement costs and volumes and third-party refining costs*:

For 3 months ended

%

change

For 12 months ended

December 31,

%

change

December 31, 2017

September 30,

2017

2017

2016

Crude oil and gas procurement

Cost of crude oil and gas procured (RUB billion)**

205

170

20.6%

651

454

43.4%

including Domestic market

84

62

35.5%

273

206

32.5%

International market

121

108

12.0%

378

248

52.4%

Volume of crude oil procured (millions of barrels)

66.5

67.3

(1.2)%

243.9

191.9

27.1%

including Domestic market

28.1

26.9

4.5%

108.7

99.7

9.0%

International market

38.4

40.4

(5.0)%

135.2

92.2

46.6%

Volume of gas procured (bcm)

4.76

2.41

97.5%

15.25

15.77

(3.3)%

LNG procurement

Cost of LNG (RUB billion)

1

8

(87.5)%

11

3

>100%

Volume of LNG procured (millions of tonnes)

0.06

0.43

(86.0)%

0.62

0.17

>100%

Petroleum products procurement

Cost of petroleum products procured (RUB billion)***

44

27

63.0%

146

121

20.7%

Volume of petroleum products procured

(millions of tonnes)

1.44

1.11

29.7%

5.67

5.13

10.5%

Crude oil, gas and petroleum products refining services

Cost of refining of crude oil under processing agreements (RUB billion)

7.7

7.8

(1.3)%

29.0

28.7

1.0%

Volumes of crude oil and petroleum products, refined under processing agreements (millions of tonnes)

2.3

2.6

(11.5)%

9.6

8.8

9.1%

Volumes of gas refined under processing agreements (bcm)

2,8

2.6

7.7%

10.4

10.3

1.0%

Cost of products procured for blending on retail companies (RUB billion)

6.3

6.6

(4.5)%

24.7

25.8

(4.3)%

Including intercompany purchases (RUB billion)

6.3

6.3

24.1

25.2

(4.4)%

Inventory revaluation written off

7

(100)%

Total cost of procured oil, gas and petroleum products and refining costs (RUB billion)

257

213

20.7%

837

614

36.3%

*Cost of purchases under IFRS consolidated financial statements (net of intercompany turnover).

**Including costs of Upstream segment in the amount of RUB 9 billion in the fourth quarter of 2017, RUB 5 billion in the third quarter of 2017 andRUB 35 billion and RUB 25 billion in the twelve months of 2017 and 2016, respectively.

***Average procurement price of petroleum products purchased from third parties may be higher than the average selling price of petroleum products due to differences in the mix of procured and sold petroleum products.

 

 

Crude oil and Gas procurement

Rosneft purchases crude oil primarily from its associates to process it at own refineries or export. Rosneft procures crude oil on the international market to supply it to the refineries in Germany.

Сrude oil and gas procurement costs were RUB 205 billion and RUB 170 billion in the fourth and in the third quarters of 2017, respectively. The increase in crude oil and gas procurement of 20.6% in the fourth quarter of 2017 compared with the previous quarter is mainly attributable to increased purchase price by 18.1% and seasonal growth in gas procurement.

The structure of crude oil purchases is set in the table below:

For 3 months ended

%

change

For 12 months ended

December 31,

%

change

December 31,  

2017

September 30,

2017

2017

2016

mln barrels

mln barrels

International market

38.4

40.4

(5.0)%

135.2

92.2

46.6%

Udmurtneft

5.9

5.9

23.6

25.2

(6.3)%

Slavneft

13.1

11.4

14.9%

51.4

51.8

(0.8)%

Lukoil-Reservnefteproduct

0.1

0.4

(75.0)%

1.5

4.7

(68.1)%

Messoyahaneftegaz

3.4

3.1

9.7%

11.7

2.4

>100%

Others

5.6

6.1

(8.2)%

20.5

15.6

31.4%

Total

66.5

67.3

(1.2)%

243.9

191.9

27.1%

Rosneft performs oil swaps operations in order to optimize transportation costs of deliveries to refineries. Revenues and costs related to these operations are presented on a net basis in the "Pipeline tariffs and Transportation costs" line of the consolidated statement of Profit or Loss.

The volume of swaps was 9.1 mln barrels, 9.9 mln barrels in the fourth and third quarters of 2017, respectively. In the twelve months of 2017 and 2016, the volume of swaps was 34.6 mln barrels and 30.6 mln barrels, respectively.

Petroleum products procurement

Petroleum products from third parties are primarily procured to cover current needs of Rosneft's retail subsidiaries. Procurement of petroleum products is exposed to seasonal fluctuations in volumes and mix. Procurement prices may significantly vary depending on regional markets.

Petroleum products outside Russia were purchased primarily for sale on the international markets.

The table below sets forth Rosneft's costs, volumes and average prices per tonne of petroleum products procured from third parties in the fourth and third quarters of 2017:

For 3 months ended

% change

December 31, 2017

September 30, 2017

RUB

billion

mln

tonnes

th. RUB/

tonne*

RUB

billion

mln

tonnes

th. RUB/

tonne*

RUB

billion

mln

tonnes

th. RUB/

tonne

Petroleum products procurement in Russia

10

0.32

7

0.24

42.9%

33.3%

High octane gasoline

3

0.09

39.2

2

0.05

38.1

50.0%

80.0%

2.9%

Diesel

4

0.10

38.8

2

0.06

37.0

100.0%

66.7%

4.9%

Jet fuel

0

0.01

35.2

0

0.01

28.7

22.6%

Others

3

0.12

25.0

3

0.12

25.0

Petroleum products procured outside Russia

34

1.12

30.7

20

0.87

22.8

70.0%

28.7%

34.6%

Total

44

1.44

27

1.11

63.0%

29.7%

*Calculated based on unrounded numbers.

The volume of petroleum products procured in Russia in the fourth quarter of 2017 increased by 33.3% to 0.32 mln tonnes in comparison with the third quarter of 2017. Procurement of petroleum products outside Russia meets the contractual obligations under long-term agreements on petroleum products sales.

 

The table below sets forth Rosneft's costs, volumes and average prices per tonne of petroleum products procured from third parties in the twelve months of 2017 and 2016:

For 12 months ended December 31,

% change

2017

2016

RUB

billion

mln

tonnes

th. RUB/

tonne*

RUB

billion

mln

tonnes

th. RUB/

tonne*

RUB

 billion

mln

tonnes

th. RUB/

tonne

Petroleum products procurement in Russia

30

1.01

24

0.79

25.0%

27.8%

High octane gasoline

9

0.27

32.8

7

0.17

35.3

28.6%

58.8%

(7.1)%

Diesel

12

0.34

35.7

10

0.31

33.5

20.0%

9.7%

6.6%

Jet fuel

0

0.02

30.4

0

0.02

26.2

16.0%

Others

9

0.38

20.4

7

0.29

24.8

28.6%

31.0%

(17.7)%

Petroleum products and petrochemicals procured outside Russia

116

4.66

23.1

97

4.34

23.7

19.6%

7.4%

(2.5)%

Including petroleum products procurement

115

4.64

23.1

87

4.18

19.1

32.2%

11.0%

20.9%

Total

146

5.67

30.3

121

5.13

23.1

20.7%

10.5%

31.2%

*Calculated based on unrounded numbers.

Average purchase prices may be different from average sale prices depending on different regional structure of purchases and mix structure of the petroleum products.

Volume of petroleum products procured in Russia increased (by 0.22 mln tonnes) in the twelve months of 2017 compared with 2016.

Petroleum products and petrochemicals procurement outside Russia

Petroleum products and petrochemicals procured outside Russia amounted to RUB 34 billion (1.12 mln tonnes) in the fourth quarter of 2017. Procurement of petroleum products outside Russia meets the contractual obligations under long-term agreements on sales petroleum products.

The volume of petroleum products and petrochemicals procured outside Russia in the twelve months of 2017 significantly increased (by 7.4%) in comparison with 4.34 mln tonnes in the twelve months of 2016 and was driven by an upturn in supply under new projects long-term sales agreements.

Сrude oil and gas processing, petroleum products processing

Starting from April 2014, associated petroleum gas sales to PJSC "Sibur" and purchases of dry stripped gas from PJSC "Sibur" are presented on a net basis in the Company's financial statements in processing costs. Processing costs were RUB 14.00 billion and RUB 15.01 billion in the twelve months of 2017 and 2016, respectively.

 

Pipeline Tariffs and Transportation Costs

Transportation costs are costs incurred by Rosneft to transport crude oil for refining and to end customers, and to deliver petroleum products from refineries to end customers (these may include pipeline tariffs and railroad tariffs, handling costs, port fees, sea freight and other costs) and also costs to transport gas via gas pipeline system.

In the fourth quarter of 2017 Rosneft's transportation costs increased by 4.1% and amounted to RUB 152 billion compared to RUB 146 billion the third quarter of 2017. The growth in transportation costs was mainly caused by increased volumes of petroleum products export and increase in share of high cost routes (higher share of railroad transportation due to the termination of the navigation period).

The table below sets forth the comparison of costs per tonne of crude oil and petroleum products transported by pipeline, railroad and mixed transportation and gas transportation costs via gas pipeline system in the fourth and third quarters of 2017, respectively:

For 3 months ended

% change

December 31, 2017

September 30, 2017

Volume,

 mln

tonnes

Share in export volumes

Cost, bln RUB1

Cost per tonne,

th.RUB/t1

Volume,

mln

tonnes

Share in export volumes

Cost, bln RUB1

Cost per tonne, th.RUB/t1

Volume

Cost

Cost

per

tonne

 

CRUDE OIL

 

International sales

 

Pipeline

26.80

86.5%

54.6

2.03

26.5

85.5%

54.3

2.05

1.1%

0.6%

(1.0)%

 

Railroad and mixed

0.6

1.9%

2.0

3.27

0.5

1.6%

1.8

3.32

20.0%

11.1%

(1.5)%

 

Pipeline and FCA2

3.6

11.6%

4.0

12.9%

(10.0)%

 

Transportation to refineries

 

Pipeline3

25.9

19.1

0.74

25.6

18.2

0.71

1.2%

4.9%

4.2%

 

Railroad and mixed

2.6

9.4

3.66

2.7

9.1

3.36

(3.7)%

3.3%

8.9%

 

PETROLEUM PRODUCTS

 

International sales

 

Pipeline

1.9

10.7%

5.1

2.72

1.8

10.5%

4.5

2.58

5.6%

13.3%

5.4%

 

Railroad and mixed

13.0

73.0%

31.4

2.42

12.4

72.5%

29.2

2.35

4.8%

7.5%

3.0%

 

Pipeline and FCA4

2,9

16,3%

2.9

17.0%

 

GAS

bcm

RUB/bcm

bcm

RUB/bcm

 

Pipeline 5

11.6

13.7

1.19

9.7

12.2

1.26

19.6%

12.3%

(5.6)%

 

Other transportation expenses6

17

17

-

 

Total

77.3

152

76.4

146

1.2%

4.1%

 

1Calculated based on unrounded data.

2Rosneft exported part of crude oil, on FCA terms, and through the foreign trading subsidiary of the Company, where Rosneft does not bear transportation expenses directly, except for transshipment and dispatching cargo costs.

3Including crude oil purchased on international market, which was delivered to the German refineries.

4Rosneft exported part of petroleum products through its own export terminal in Tuapse.

5Part of gas volumes was dispatched on terms under which Rosneft does not bear transportation expenses. In the fourth and third quarters of 2017 the volumes were 6.0 bcm and 4.7 bcm, respectively.

6Other transportation expenses include cost of railroad transportation of petroleum products from refineries to tank farms and road transportation from tank farms to fuel filling station.

 

Crude oil pipeline transportation cost per tonne of international sales in the fourth quarter of 2017 remained practically unchanged and amounted to RUB 2.03 thousand per tonne.

Crude oil railroad and mixed transportation cost per tonne of international sales was 1.5% lower due to change in structure of transportation routes.

Crude oil pipeline transportation cost per tonne of supplies to refineries increased by 4.2% in the fourth quarter of 2017 compared to the third quarter of 2017 that was caused by change in structure of transportation structure and increased share of higher cost routes.

Crude oil railroad and mixed transportation cost per tonne of supplies to refineries in the fourth quarter of 2017 increased by 8.9% compared with the third quarter of 2017 due to change in transportation routes.

The increase in pipeline cost per tonne of petroleum product international sales of 5.4% in the fourth quarter of 2017 compared to the previous quarter was mainly due to change in transportation structure.

Gas transportation costs downturn of 5.6% in the fourth quarter of 2017 compared to the third quarter of 2017 resulted from decrease in average distance to final consumers. In the fourth and third quartes of 2017 indexation of gas transportation tariffs was not carried out.

The table below sets forth comparison for costs per tonne of crude oil and petroleum products transported by pipeline, railway and mixed transportation and gas transportation costs via gas pipeline system in the twelve months of 2017 and 2016, respectively:

For 12 months ended December 31,

% change

2017

2016

 Volume, mln

 tonnes

Share in export volumes

Cost, bln RUB1

Cost per tonne, th.RUB/t

 Volume, mln

tonnes

Share in export volumes

Cost, bln RUB1

Cost per tonne, th.RUB/t

Volume

Cost

Cost

per tonne

CRUDE OIL

International sales

Pipeline

106.3

87.3%

215.5

2.03

111.6

97.6%

216.8

1.94

(4.7)%

(0.6)%

4.6%

Railroad and mixed

2.2

1.8%

7.3

3.33

2.8

2.4%

9.8

3.41

(21.4)%

(25.5)%

(2.3)%

Pipeline and FCA2

13.3

10.9%

Transportation to refineries

Pipeline3

102.5

75.8

0.74

91.4

68.1

0.77

12.1%

11.3%

(3.9)%

Railroad and mixed

10.2

34.3

3.36

8.7

29.1

3.56

17.2%

17.9%

(5.6)%

PETROLEUM PRODUCTS

International sales

Pipeline

8.0

11.2%

22.1

2.76

4.8

7.1%

13.9

2.84

66.7%

59.0%

(2.8)%

Railroad and mixed

52.1

73.0%

127.9

2.46

52.6

78.2%

136.2

2.59

(1.0)%

(6.1)%

(5.0)%

Pipeline and FCA4

11.3

15.8%

9.9

14.7%

14.1%

GAS

bcm

RUB/bcm

bcm

RUB/bcm

Pipeline 5

43.1

50.8

1.18

43.8

48.2

1.10

(1.6)%

5.4%

7.3%

Other transportation expenses6

63

53

18.9%

Total

305.9

596

281.8

575

8.6%

3.7%

1Calculated based on unrounded data.

2Rosneft exported part of crude oil, on FCA terms, and through the foreign trading subsidiary of the Company, where Rosneft does not bear transportation expenses directly, except for transshipment and dispatching cargo costs.

3Including crude oil purchased on international market, which was delivered to German refineries.

4Rosneft exported part of petroleum products through its own export terminal in Tuapse.

5Part of gas volumes was dispatched on terms where Rosneft does not bear transportation expenses. In the twelve months of 2017 and 2016 these volumes amounted to 20.9 bcm and 21.2 bcm, respectively.

6Other transportation expenses include cost of railroad transportation of petroleum products from refineries to tank farms and road transportation from tank farms to fuel filling stations.

The change in transportation costs per tonne of products sold (for crude oil and petroleum products) for the twelve months of 2017 compared with the same period of 2016 mainly resulted from tariffs indexation and supply chain optimization. The change in shipping cost of gas (per bcm) was mainly caused by growth of average transportation distance to final consumers.

Excise tax

In the fourth quarter of 2017 excise tax was RUB 83 billion, including additional costs related to processing outside Russian Federation in the amount of RUB 25 billion1, in comparison with RUB 88 billion in the third quarter of 2017.

Excise tax, excluding additional costs related to processing outside Russian Federation, amounted toRUB 229 billion in the twelve months of 2017 in comparison with RUB 171 billion in the same period of 2016 due to increased excise tax rate for petroleum products and the acquisition of Bashneft assets.

1These costs are recharged to final buyers (consumers).

 

Export Customs Duty

Export customs duties include crude oil and petroleum products export customs duties. The export customs duties are also discussed above under "Macroeconomic Factors Affecting the Results of Operations - Taxation".

The following table sets forth Rosneft's export customs duties for the periods analyzed:

For 3 months ended

%

change

For 12 months

ended December 31,

%

change

December 31,2017

September 30,2017

2017

2016

RUB billion, except %

Export customs duty for crude oil

133

111

19.8%

480

497

(3.4)%

Export customs duty for petroleum products

49

39

25.6%

178

160

11.3%

Total export customs duty

182

150

21.3%

658

657

0.2%

Export customs duty amounted to RUB 182 billion in the fourth quarter of 2017 compared toRUB 150 billion in the third quarter of 2017 (a 21.3% increase). This increase was mainly caused by the growth in export duty rates (+19.7% in RUB terms) due to higher Urals price with relatively small positive export duty time lag effect in the fourth quarter of 2017.

In the twelve months of 2017 export customs duty expenses did not change significantly that is mainly due to relatively stable customs duty rates (an increase of 0.7% in the average customs duty rate on crude oil in RUB terms in 2017) with higher volumes of crude oil exports subject to customs duty exemptions (from oilfields with low customs duty rate), and a significant growth of petroleum products exports due to the acquisition of new assets.

The following table sets forth certain information about the export customs duty on crude oil:

For 3 months ended

%

change

For 12 months ended December 31,

%

change

December 31,2017

September 30,2017

2017

2016

Urals (average Med and NWE) (USD/bbl)

60.5

50.8

19.0%

53.1

42.1

26.2%

Hypothetical export customs duty on crude oil1

(th. RUB/tonne)

6.25

5.06

23.5%

5.30

5.38

(1.5)%

Enacted export customs duty on crude oil (th. RUB/tonne)

5.63

4.70

19.7%

5.06

5.02

0.7%

Average customs duty on crude oil exports subject to regular rate (th. RUB/tonne)

5.54

4.66

18.9%

5.01

4.98

0.6%

1Hypothetical customs duty is calculated using the average Urals price for the period (i.e. without time lag).

The deviation of an actual average customs duty on exports is caused by irregular monthly export volumes, which are subject to different export customs duty.

49. Operating results of segment "Corporate and others"

Segment includes the Group companies that provide corporate services and holdings' expenses.

For 3 months ended

%

change

For 12 months ended

December 31,

%

change

December 31,

2017

September 30,

 2017

2017

2016

Financial results, RUB billion

EBITDA

(28)

(16)

(75.0)%

(74)

(44)

(68.2)%

Capital expenditures*

15

7

>100%

37

16

>100%

*Refer to "Capital expenditures".

50. Separate indicators of the consolidated financial statements

Costs and Expenses

General and Administrative Expenses

General and administrative expenses include wages, salaries and social benefits (except for wages and social benefits of technical staff of production and refining entities), banking commissions, third-party fees for professional services, insurance expenses (except for insurance of oil and gas production and refining entities), maintenance of social infrastructure, lease expenses, allowances for doubtful accounts and other general expenses.

General and administrative expenses were RUB 54 billion (net of the allowance for doubtful debt of RUB 3 billion) in the fourth quarter of 2017 in comparison with RUB 34 billion (net of the allowance for doubtful debt of RUB 7 billion) in the third quarter of 2017.

 

The 24.6% growth of general and administrative expenses (excluding one-off recognition of allowance for doubtful debt) in the twelve months of 2017 compared to the same period of 2016 was due to incurred expenses in terms of the development of strategic projects and acquisition of new assets. The Company continues the monitoring of general and administrative expenses in view of current inflation level and growth of operating activity.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization include depreciation of crude oil and gas producing assets and other production and corporate assets.

In the fourth and third quarters of 2017 DDA amounted to RUB 146 billion and RUB 144 billion, respectively. The growth relates to crude oil production increase, growth of fixed assets put into operation and one-off recognition of DDA of refineries in Germany in terms of recognition of final assessment of assets.

In the twelve months of 2017 DDA was 19.8% higher if compared to the same period of 2016 due to the acquisition of Bashneft assets in October 2016 and new oilfield assets in 2017.

Taxes Other than Income Tax

Taxes other than income tax include the mineral extraction tax, the excise tax, the property tax and other taxes. The basis for calculation of mineral extraction tax is set in the section "Macroeconomic Factors Affecting Results of Operations - Taxation - Mineral Extraction Tax" above.

The following table sets forth Rosneft's taxes other than income tax (excluding export duties) for the periods analysed (in RUB billion):

For 3 months ended

%

change

For 12 months ended

December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

Mineral extraction tax

441

357

23.5%

1,488

1,007

47.8%

Excise tax

83

88

(5.7)%

326

197

65.5%

Social security tax

15

14

7.1%

61

50

22.0%

Property tax

10

10

38

36

5.6%

Other taxes, interest, penalties and other payments to budget

1

1

6

6

Total taxes other than income tax

550

470

17.0%

1,919

1,296

48.1%

Taxes other than income tax were RUB 550 billion and increased by 17.0% in the fourth quarter of 2017, compared to RUB 470 billion in the third quarter of 2017 due to growth of the mineral extraction tax expense because of average tax rate growth of crude oil by 24.4%.

In the twelve months of 2017, taxes other than income tax increased approximately by 1.5 times in comparison with the same period of 2016 due to excise rate and MET base rate growth and acquisition of Bashneft assets in the fourth quarter of 2016.

Finance Income and Expenses

Finance income and expenses include interest received on deposits, deposit certificates and loans issued, interest paid on loans and borrowings received, results from changes in fair value of financial assets measured at fair value, results from operations with derivative financial instruments, increase in provision due to the unwinding of discount, results from disposal of financial assets and other finance income and expenses.

In the fourth quarter of 2017, net finance expenses decreased to RUB 30 billion from RUB 32 billion in the third quarter of 2017 mainly due to the increase in capitalized borrowing costs and RUB appreciation against USD.

In the twelve months of 2017, net finance expenses increased to RUB 118 billion compared toRUB 102 billion in the same period of 2016. In 2017, finance expenses increased mainly due to the interest accrued on other borrowings under repurchase agreement operations concluded at the end of 2016 and recognition of losses from disposal of financial assets. The increase in finance expenses was compensated by the growth of interest income on long-term advances issued.

Other Income and Other Expenses

In the twelve months of 2017 other income was RUB 109 billion (including RUB 105 billion in the fourth quarter of 2017) in comparison with RUB 49 billion the same period of 2016. One-off income of RUB 100 billion was recognized in the Profit or loss statement in the fourth quarter of 2017 as a result of the achieved out-of-court settlement with AFK "Sistema".

In the fourth and third quarters of 2017 other expenses amounted to RUB 32 billion and RUB 25 billion. Other expenses include assets impairment, effect of fixed assets disposal in the course of operating activities and other expenses. In the twelve months of 2017 and 2016 other expenses were RUB 77 billion and RUB 79 billion, respectively. 

Foreign Exchange Differences

Foreign exchange effects are mostly attributable to monthly revaluation of assets and liabilities denominated in foreign currency at the exchange rate at the end of the period.

In the fourth quarter of 2017 foreign exchange loss recognized in profit or loss statement wasRUB 6 billion. In the twelve months of 2017 foreign exchange gain recognized in profit or loss statement wasRUB 3 billion. In the twelve months of 2016 foreign exchange loss was RUB 70 billion.

Exchange differences from foreign currency borrowings used for capital construction projects and the acquisition of property, plants and equipment were RUB 27 billion and RUB 0 billion in the twelve months of 2017 and 2016, respectively.

Cash flow hedges reclassified to profit or loss

Cash flow hedges reclassified to profit or loss recognized in the consolidated statement of profit or loss in the fourth and in the third quarters of 2017 were RUB 37 billion and RUB 36 billion, respectively. In the twelve months of 2017 and 2016 cash flow hedges reclassified to profit or loss recognized in the consolidated statement of profit or loss were RUB 146 billion and RUB 147 billion, respectively.

Income Tax

The following table sets forth the Company's effective income tax rate under IFRS for the periods analysed:

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

Effective rate of income tax (IFRS)

26.1%

31.0%

24.3%

24.81%

1 Excluding one-off recognition of income tax of RUB 38 billion accrued on sale of share in the subsidiary.

.

The Company applies the provisions of IAS 12 "Income taxes" to determine income tax in the Consolidated profit or loss statement. The effective income tax rate for the fourth quarter of 2017 and for the twelve months of 2017 differs from the statutory rate of 20% because of differences in recognition of expenses and income for IFRS and tax purposes and due to application of tax relief.

In accordance with the consolidated statement of comprehensive income, income tax was RUB 54 billion and RUB 27 billion in the fourth and third quarters of 2017, respectively. In the fourth quarter of 2017, the Company recognized tax of RUB 20 billion from the non-operating income of achieved the out-of-court settlement with JSFC "Sistema". In the twelve months of 2017 and 2016 income tax expense was RUB 98 billion and RUB 114 billion, respectively.

51. Net Income

Net income amounted to RUB 145 billion (RUB 100 billion attributable to Rosneft shareholders) in the fourth quarter of 2017 compared with the net income of RUB 60 billion (RUB 47 billion attributable to Rosneft shareholders) in the third quarter of 2017. One-off income of RUB 100 billion was recognized in the Profit or loss statement in the fourth quarter of 2017 as a result of the achieved out-of-court settlement with JSFC "Sistema". According to the settlement terms the defendants (JSFC "Sistema") are obliged to compensate the agreed damages to Bashneft in the amount of RUB 100 billion. The finalization of the payments shall be made by March 30, 2018.

Net effect from the recognition of this non-operating income in the Profit or loss statement of 2017 was RUB 80 billion, including positive effect of RUB 48 billion in the net income attributable to Rosneft shareholders.

Net income amounted to RUB 297 billion (RUB 222 billion attributable to Rosneft shareholders) in the twelve months of 2017 compared to RUB 192 billion (RUB 174 billion attributable to Rosneft shareholders) in the twelve months of 2016.

52. Liquidity and Capital Resources

Cash Flows

The principal items of the statement of cash flows for the periods analysed are as follows:

For 3 months ended

% change

For 12 months ended December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016

RUB billion

RUB billion

Net cash received from/(used in) operating activities

125

(1)

337

679

(50.4)%

Net cash used in investing activities

(257)

(497)

(48.3)%

(1,162)

(973)

19.4%

Net cash received from financing activities

228

287

(20.6)%

381

645

(40.9)%

 

Net cash received from/(used in) operating activities

Net cash provided by operating activity for the analysed periods is presented in the table below:

For 3 months ended

% change

For 12 months ended

December 31,

%

change

December 31,

2017

September 30,

2017

2017

2016*

RUB billion

RUB billion

Net cash provided by/(used in) operating activity

125

(1)

337

679

(50.4)%

Effect from operations with trading securities

(4)

(100.0)%

Adjusted net cash provided by/(used in) operating activity

125

(1)

337

675

(50.1)%

Offsetting of prepayments received under long term supply contracts at average ex.rate

140

144

(2.8)%

542

288

88.2%

Interest expense for prepayments under long term supply contracts**

20

20

81

90

(10.0)%

Financing of future deliveries

51

75

(32.0)%

207

95

>100%

Adjusted net cash provided by operating activity

336

238

41.2%

1,167

1,148

1.7%

* Comparative periods were revised due to adjustment set above.

**Interest expenses for prepayments under long term supply contracts were included into adjusted operating cash flows for comparative periods. Interest expenses on the prepayment on long-term oil and petroleum products supply agreements are composed of interests accrued for the reporting period and offset against crude oil supply under the contracts in the amount of RUB 71 billion and interests paid of RUB 10 billion in the twelve months of 2017; and offsetting of RUB 75 billion and interests paid of RUB 15 billion on twelve months of 2016.

In the fourth quarter of 2017, adjusted operating cash flow was RUB 336 billion compared withRUB 238 billion in the third quarter of 2017. In the twelve months of 2017 and 2016 adjusted operating cash flow was RUB 1,167 billion and RUB 1,148 billion, respectively.

Net cash used in investing activities

Net cash used in investing activities was 257 billion in the fourth quarter of 2017 compared toRUB 497 billion in the third quarter of 2017. In the fourth quarter of 2017 the Company's investing activity mainly referred to capital expenditures, acquisition of licenses and financing of new strategic assets. The reduction in cash used in the investing activity compared to the third quarter of 2017 resulted from the investments to Essar project made in the previous quarter.

In the twelve months of 2017 planned growth of investing activity was mainly due to the acquisition of new assets, acquisition of interest in associates and joint ventures and planned capital expenditures. Net cash used in investing activities was 1,162 billion if compared to RUB 973 billion used in investing activities in the twelve months of 2016.

Net cash provided by financing activities

Net cash provided by financing activities was RUB 228 billion in the fourth quarter of 2017 compared to RUB 287 billion in the third quarter of 2017. In the fourth quarter of 2017 the Company raised long-term and short-term rouble funds. Effect from raising rouble funds was partially compensated by dividend payment ofRUB 68 billion (including dividends on the Company's common shares in the amount of RUB 41 billion).

In the twelve months of 2017 net cash provided by financing activities was RUB 381 billion compared toRUB 645 billion. Total dividends payments (including dividends paid to minority) were RUB 142 billion in 2017 and RUB 126 billion in 2016, respectively.

Capital Expenditures

The table below sets forth Rosneft's capital expenditures by operating segments and license acquisition costs:

For 3 months ended

%

change

For 12 months ended

December 31,

%

change

December 31,

2017

September 30,

 2017

2017

2016

RUB billion

RUB billion

RN-Yuganskneftegaz

62

49

26.5%

207

158

31.0%

Vankor projects

18

16

12.5%

62

72

(13.9)%

Orenburgneft

13

7

85.7%

34

29

17.2%

Samotlorneftegaz

15

13

15.4%

50

44

13.6%

Offshore projects

2

4

(50.0)%

11

30

(63.3)%

RN-Uvatneftegaz

7

5

40.0%

26

26

Verkhnechonskneftegaz

5

4

25.0%

19

17

11.8%

RN-Purneftegaz

8

5

60.0%

24

19

26.3%

Rospan International

11

14

(21.4)%

50

42

19.0%

Samaraneftegaz

10

8

25.0%

31

24

29.2%

Varyoganneftegaz

6

4

50.0%

19

18

5.6%

VSNGK

7

6

16.7%

23

21

9.5%

Tomskneft VNK

2

1

100.0%

8

7

14.3%

RN-Nyaganneftegaz

6

5

20.0%

19

12

58.3%

RN-Severnaya Neft

5

3

66.7%

14

14

Tyumenneftegaz

7

7

23

10

>100%

Taas-Yuryah Neftegazodobycha

8

9

(11.1)%

37

22

68.2%

Sibneftegaz

1

1

4

5

(20.0)%

Bashneft-Dobycha

8

7

14.3%

24

7

>100%

Bashneft-Polyus

4

6

(33.3)%

20

4

>100%

Sorovskneft

2

1

100.0%

7

2

>100%

Kondaneft

7

5

40.0%

17

Upstream projects (Zohr)

12

12

Other

27

16

68.8%

65

33

97.0%

Government grants

(4)

(3)

33.3%

(8)

(8)

Total upstream segment

249

193

29.0%

798

608

31.3%

Tuapse refinery

2

3

(33.3)%

10

11

(9.1)%

Kuibyshev refinery

2

2

7

10

(30.0)%

Novokuibyshevsk refinery

2

2

6

8

(25.0)%

Syzran refinery

1

1

3

5

(40.0)%

Angarsk refinery

2

1

100.0%

5

5

Achinsk refinery

1

1

3

4

(25.0)%

Ryazan refinery

2

1

100.0%

5

4

25.0%

Komsomolsk refinery

1

(100.0)%

2

2

Saratov refinery

1

1

2

1

100.0%

Bashneft refineries

3

2

50,0%

8

5

60,0%

Other refineries

5

3

66.7%

14

10

40.0%

Marketing Business Units and others

7

5

40.0%

22

20

10.0%

Total downstream segment

28

23

21.7%

87

85

2.4%

Total other activities

15

7

>100%

37

16

>100%

Total capital expenditures

292

223

30.9%

922

709

30.0%

Acquisition of licenses

5

13

(61.5)%

42

24

75.0%

Return of auction advances

(8)

(8)

(13)

(38.5)%

In the fourth quarter of 2017 total capital expenditures amounted to 292 billion (an increase of 30.9%) compared with RUB 223 billion in the third quarter of 2017. In the twelve months of 2017 and 2016 total capital expenditures were RUB 922 billion and RUB 709 billion, respectively. The increase in capital expenditures in the twelve months of 2017 compared with the same period of 2016 is mainly driven by the development of investment program in key business segments and the acquisition of new assets.

In the fourth quarter of 2017 upstream capital expenditures amounted to RUB 249 billion (an increase of 29.0% or RUB 56 billion) in comparison with RUB 193 billion in the third quarter of 2017. In the twelve months of 2017 upstream capital expenditures were RUB 798 billion. The growth in upstream capital expenses of 31.3% compared to RUB 608 billion in the twelve months of 2016 is mainly due to the development of drilling program (+29.5% to the twelve months of 2016), scheduled investments at the Greenfields and the acquisition of new assets.

In the fourth quarter of 2017 downstream capital expenditures were RUB 28 billion, including capital expenditures of investment tariffs, and increased by 21.7% in comparison with RUB 23 billion in the third quarter of 2017. Downstream capital expenditures in the twelve months of 2017 compared to the same period of 2016 increased by RUB 2 billion and amounted to RUB 87 billion.

In the fourth quarter of 2017 capital expenditures of refineries amounted to RUB 21 billion compared with RUB 18 billion in the third quarter of 2017. In the twelve months of 2017 and 2016 capital expenditures of refineries amounted to RUB 65 billion, and were aimed at refinery upgrade program and maintenance of current projects.

Capital expenditures of other activities are mainly related to scheduled purchases of IT, transport and other equipment assets and amounted to RUB 15 billion in the fourth quarter of 2017 and RUB 7 billion in the third quarter of 2017, respectively. In the twelve months of 2017 and 2016 capital expenditures of other activities amounted to RUB 37 billion and RUB 16 billion, respectively.

The license acquisition costs in the fourth quarter of 2017 amounted to RUB 5 billion and RUB 13 billion in the third quarter of 2017, respectively. In the third quarter of 2017 the Company returned the advance in the amount of RUB 8 billion issued in the previous period for the participation in the auction. The license acquisition costs in the twelve months of 2017 amounted to RUB 42 billion and referred to acquisition of new licenses for research, exploration and production at Samara, Orenburg and Saratov regions, Republic of Bashkortostan, Republic of Sakha (Yakutia), the Khanty-Mansi and the Yamal-Nenets Autonomous areas.

The license acquisition costs in the twelve months of 2016 amounted to RUB 24 billion and the Company returned the advance in the amount of RUB 13 billion issued in the previous period for the participation in the auction.

53. Financial liabilities and liquid funds

Financial liabilities detailed by currencies and liquid funds are set in the table below:

currency in bln

 As of the date

December 31, 2017

September 30, 2017

December 31, 2016

USD

RUB

Euro

Other (RUB equi-

valent)

USD

RUB

Euro

Other(RUB equi-

valent)

USD

RUB

Euro

Other(RUB equi-

valent)

Financial liabilities

(30.1)

(2,028)

(3.6)

(31.4)

(1,815)

(1.2)

(37.5)

(1,180)

(0.6)

Liquid funds*

6.5

377

5.4

2

6.2

312

5.3

2

14.5

763

0.7

3

Net financial liabilities

(23.6)

(1,651)

1.8

2

(25.2)

(1,503)

4.1

2

(23.0)

(417)

0.1

3

*include cash and cash equivalents, short-term financial assets and part of bank deposits

The level of financial liabilities and liquid funds, which generate additional yield to fulfil the Company's commitments, remained at the point which strongly secured the Company's high financial stability.

 

54. Key consolidated financial highlights (in RUB terms)

Rosneft monitors and evaluates its activities on an ongoing basis. Key financial ratios are set forth below:

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

EBITDA margin

22.4%

24.0%

22.6%

25.0%

Net income margin attributable to Rosneft shareholders

5.9%

3.1%

3.7%

3.5%

Current ratio

0.60

0.52

0.60

0.83

RUB / bbl

EBITDA/bbl

1,003

948

900

879

Upstream capital expenditures/bbl

636

493

512

418

Upstream operating expenses/bbl

248

234

230

208

Free cash flow /bbl

112

38

157

302

RUB / boe

EBITDA/boe

803

767

724

701

Upstream capital expenditures/boe

509

399

412

334

Upstream operating expenses/boe*

199

189

185

166

Free cash flow /boe

90

31

126

241

*Excluding the acquisition of Bashneft assets upstream operating expenses are 177 RUB/boe (3.0 USD/boe) in the twelve months of 2017 and163 RUB/boe (2.5 USD/boe) in the twelve months of 2016.

The Company considers EBITDA/bbl, upstream operating expenses/bbl, upstream operating expenses/boe and the related indicators as important measures of its operating performance. In addition, these measures are frequently used by financial analysts, investors and other interested parties in the evaluation of oil and gas companies. These measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of the Company's operating results as reported under IFRS.

All the 'per unit of production' indicators are calculated by dividing the total amount in RUB by the total production volume (in mln bbl or mln boe).

The following tables set forth relevant numbers relating to these measures for the periods and as of the dates indicated:

Upstream Measures*

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

Crude oil and NGL production (mln bbl)

391.7

391.4

1,558.2

1,454.0

Crude oil, NGL and gas production (mln boe)

489.3

483.8

1,938.0

1,822.3

* Excluding share in production of associates and joint ventures.

 

Calculation of Free Cash Flow

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

RUB billion

Operating cash flow

125

(1)

337

679

Capital expenditures

(292)

(223)

(922)

(709)

Trading securities operations

(4)

Offsetting of prepayments under long term supply contracts *

140

144

542

288

Interest expense on prepayments under long term supply contracts**

20

20

81

90

Financing of future deliveries

51

75

207

95

Free cash flow (RUB equivalent)

44

15

245

439

* Based on average exchange rates during the reporting periods (monthly basis).

** Free cash flow estimation for comparative periods includes interest expenses on the prepayments under long-term oil and petroleum products supply agreements. Interest expenses on the prepayments under long-term oil and petroleum products supply agreements are composed of interests accrued for the reporting period and offset against crude oil supply under the contracts in the amount of RUB 71 billion and interests paid of RUB 10 billion in the twelve months of 2017; and offsetting of RUB 75 billion and interests paid of RUB 15 billion in the twelve months of 2016.

 

Calculation of EBITDA

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

RUB billion

Revenues and equity share in profits of associates and joint ventures

1,709

1,496

6,014

4,988

Effect of prepayments offsetting

48

49

193

134

Costs and expenses

(1,510)

(1,318)

(5,390)

(4,333)

Depreciation, depletion and amortization

146

144

586

489

EBITDA

393

371

1,403

1,278

Calculation of EBITDA Margin

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

RUB billion (except %)

EBITDA

393

371

1,403

1,278

Revenues and equity share in profits of associates and joint ventures

1,709

1,496

6,014

4,988

Effect of prepayments offsetting

48

49

193

134

Adjusted revenues

1,757

1,545

6,207

5,122

EBITDA margin

22.4%

24.0%

22.6%

25.0%

Calculation of Net Income Margin

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

RUB billion (except %)

Net income attributable to Rosneft shareholders

100

47

222

174

Revenues and equity share in profits of associates and joint ventures

1,709

1,496

6,014

4,988

Net income margin

5.9%

3.1%

3.7%

3.5%

Calculation of Current ratio

As of the date

December 31, 2017

September 30, 2017

December 31, 2016

RUB billion (except ratios)

Current assets

2,292

1,833

2,300

Current liabilities

3,836

3,505

2,773

Current ratio

0.60

0.52

0.83

.

Calculation of Return on Average Capital Employed (ROACE)

For 12 months ended December 31,

2017

2016

(RUB billion, except %)

Revenue and equity share in profits of associates and joint ventures

6,014

4,988

Total costs and expenses

(5,390)

(4,333)

Effect of prepayments offsetting

193

134

Income tax expense

(98)

(114)

Return used for the calculation of ROACE

719

675

Average capital employed

6,209

4,871

ROACE

11.6%

13.9%

Calculation of Return on Average Equity (ROAE)

For 12 months ended December 31,

2017

2016

(RUB billion, except %)

Net income attributable to Rosneft shareholders

222

174

Average equity, including non-controlling interests

3,983

3,356

ROAE

5.6%

5.2%

 

Consolidated financial highlights (in USD terms)

Consolidated statement of profit or loss*

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

USD billion

Total revenues and equity share in profits of associates and joint ventures

30.1

26.2

106.4

77.2

Costs and expenses

Production and operating expenses

2.7

2.6

10.4

8.4

Cost of purchased oil, gas, petroleum products

and refining costs

4.4

3.6

14.3

9.3

General and administrative expenses

0.9

0.7

2.9

1.9

Pipeline tariffs and transportation costs

2.6

2.5

10.2

8.6

Exploration expenses

0.1

0.1

0.3

0.2

Depreciation, depletion and amortization

2.5

2.4

10.0

7.4

Taxes other than income tax

9.6

7.8

33.0

19.6

Export customs duty

3.1

2.6

11.3

9.9

Total costs and expenses

25.9

22.3

92.4

65.3

Operating income

4.2

3.9

14.0

11.9

Finance income

0.4

0.4

1.8

1.4

Finance expenses

(1.0)

(1.0)

(3.9)

(2.9)

Other income

1.8

0.1

1.9

0.8

Other expenses

(0.5)

(0.5)

(1.3)

(1.2)

Foreign exchange differences

(0.9)

(0.9)

(3.3)

(3.0)

Cash flow hedges reclassified to profit or loss

(0.6)

(0.6)

(2.5)

(2.2)

Income before income tax

3.4

1.4

6.7

4.8

Income tax expense

(0.8)

(0.5)

(1.6)

(1.8)

Net income

2.6

0.9

5.1

3.0

Net income attributable to Rosneft shareholders

1.8

0.7

3.8

2.7

*Calculated using average monthly exchange rates based on the Bank of Russia data for the reporting period (Appendix 1).

55. Key consolidated financial highlights (in USD terms)

Key financial ratios in USD equivalent for the periods indicated are set forth below:

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

EBITDA margin

22.3%

24.0%

22.6%

25.0%

Net income margin

6.0%

2.7%

3.6%

3.5%

Current ratio

0.60

0.52

0.60

0.83

USD/bbl*

EBITDA/bbl

17.1

16.1

15.4

13.3

Upstream capital expenditures/bbl

10.9

8.4

8.8

6.3

Upstream operating expenses/bbl

4.2

4.0

3.9

3.1

Free cash flow/bbl

1.9

0.7

2.6

4.4

USD/boe

EBITDA/boe

13.7

13.0

12.4

10.6

Upstream capital expenditures/boe

8.7

6.8

7.1

5.0

Upstream operating expenses/boe

3.4

3.2

3.2

2.5

Free cash flow/boe

1.5

0.6

2.1

3.5

*Calculated from unrounded data.

 

 

 

Calculation of Free Cash Flow

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

USD billion

Operating cash flow

2.1

-

5.6

10.0

Capital expenditures

(5.0)

(3.8)

(15.8)

(10.7)

Trading securities operations

-

-

-

(0.1)

Offsetting of prepayments under long term supply contracts

2.4

2.5

9.3

4.4

Interest expense on prepayments under long term supply contracts

0.3

0.3

1.4

1.3

Financing of future deliveries

0.9

1.3

3.6

1.5

Free cash flow

0.7

0.3

4.1

6.4

Calculation of EBITDA Margin

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

USD billion (except %)

Revenues and equity share in profits of associates and joint ventures

30.1

26.2

106.4

77.2

Operating expenses

(25.9)

(22.3)

(92.4)

(65.3)

Depreciation, depletion and amortization

2.5

2.4

10.0

7.4

EBITDA

6.7

6.3

24.0

19.3

Revenues and equity share in profits of associates and joint ventures

30.1

26.2

106.4

77.2

EBITDA margin

22.3%

24.0%

22.6%

25.0%

Calculation of Net Income Margin

For 3 months ended

For 12 months ended December 31,

December 31,

2017

September 30,

2017

2017

2016

USD billion (except %)

Net income attributable to Rosneft shareholders

1.8

0.7

3.8

2.7

Revenues and equity share in profits of associates and joint ventures

30.1

26.2

106.4

77.2

Net income margin

6.0%

2.7%

3.6%

3.5%

Calculation of Current ratio

As of the date

December 31, 2017

September 30, 2017

December 31, 2016

USD billion (except ratios)

Current assets

39.8

31.6

37.9

Current liabilities

66.6

60.4

45.7

Current ratio

0.60

0.52

0.83

 

 

 

 

Appendix 1: Average monthly RUB/USD exchange rates, calculated using the Bank of Russia data

2017

2016

RUB/USD

January

59.96

76.31

February

58.40

77.23

March

58.11

70.51

April

56.43

66.69

May

57.17

65.67

June

57.83

65.31

July

59.67

64.34

August

59.65

64.93

September

57.70

64.60

October

57.73

62.68

November

58.92

64.37

December

58.59

62.20

Appendix 2: Average transportation tariffs in the fourth and third quarters of 2017 in RUB

The table sets forth Rosneft's average transportation tariffs applied to major transportation routes in the fourth and third quarters of 2017 excluding transshipment:

For 3 months ended

For 3 months ended

December 31, 2017

September 30, 2017

th. RUB/tonne

CRUDE OIL

Domestic

Pipeline

RN-Nyaganneftegaz (Krasnoleninsk) - Tuapse refinery

1.67

1.67

Samotlorneftegaz - Omsk refinery

0.55

0.55

RN-Yuganskneftegaz (Karkateevy) - Novoil

0.69

0.69

Export

Pipeline

Vankorneft (Purpe) - China

2.46

2.46

Verkhnechonskneftegaz (Talakan) - Kozmino

2.46

2.46

RN-Uvatneftegaz (Demyanskoe) - China (to Russia - Kazakhstan boarder)

1.39

1.39

RN-Yuganskneftegaz (Karkateevy) - Primorsk Port

1.87

1.87

RN-Yuganskneftegaz (Yuzhny Balyk) - Primorsk Port

1.85

1.85

PETROLEUM PRODUCTS (Export)

Railroad

Angarsk refinery - Nakhodka Port

5.40

5.40

Komsomolsk refinery - Nakhodka Port

2.13

2.13

Saratov refinery - Novorossiysk Port

2.12

2.12

Ryazan refinery - Ust-Luga Port

2.17

2.17

Achinsk refinery - Lugskaya Port

5.55

5.55

YaNOS − Avtovo Port

1.53

1.53

Samara refineries -Taman Port

2.68

2.68

Source: Transneft, RZD, Rosneft.

 

 

RESEARCH, DESIGN, AND INNOVATIONS

 

Rosneft carries out its innovative activities in accordance with the Innovative Development Program approved by the Rosneft Board of Directors.

The program is focused on the Company's strategic goals and is based on its strategic priorities, such as efficiency, sustainable growth, transparency, social responsibility, and innovations.

The program provides for a range of activities with a focus on:

· development and deployment of new technologies;

· development, production, and launch of new, world-class innovative products and services;

· assistance in the Company's modernization and technological development through significant improvements of key performance indicators for operating processes;

· increasing the Company's capitalization and competitive advantages in the global market.

R&D costs for full year 2017 totaled RUB 29.9 bln (to be confirmed).

All activities scheduled for 2017 were fully implemented.

Target Innovative Projects

Over the reporting year, special attention was paid to the implementation of R&D results and registering intellectual property rights. As a result of target innovative projects implemented by the Company in 2017, 49 intellectual property applications were submitted.

Upstream Innovations

· A pilot free water knock-out unit with a capacity of 5 thousand cu. m per day was built, tested and commissioned on the site cluster pumping station 8 at RN-Purneftegaz's Barsukovskoye field.

· A set of research and testing techniques was developed to support research into the Berezovskaya suite deposits. A regional conceptual model with lithofacies characteristics was built for Upper Cretaceous deposits in Western Siberia, along with a sketch map of the area's generation potential. For the Kharampurskoye field, well logging interpretation methodology was developed and two 1D mechanical earth models were built to evaluate hydraulic fracturing design.

· On a series of wells at the Priobskoye field, high-speed hydraulic fracturing technology was tested based on proprietary designs for testing development technologies for argillaceous and siliceous low-permeability rocks in Upper Jurassic deposits. The tests demonstrated that accident-free use of this hydraulic fracturing technology was technologically possible.

· A program module was developed for detecting cavernous fractured reservoirs through seismic scattered wave separation in Gaussian beambased survey systems (2D).

· Pilot testing was completed at Samaraneftegaz on the borehole version of a unique Russian electromagnetic probe for highresolution logging of oil and gas wells under certain conditions such as strong reservoir compartmentalization and anisotropy of geological properties. Field calibration equipment was designed and manufactured, along with a system of electromagnetic probe data processing and interpretation, and the engineering documentation was finalized.

· Modules for the corporate software suite RN-KIM - Hydrodynamics, Intermode, and RExLab - were designed and tested to support hydrodynamic modeling of formation systems.

· The development of Current Recoverable Reserve Ranking software module was completed for the RN-KIN petroleum engineering toolkit. The module was successfully tested at LLC Tyumen Oil Scientific Center and LLC RN-UfaNIPIneft.

· The development of version 1.00 of the corporate RN-GRID hydraulic fracture simulator was successfully completed. The new simulator is now piloted at Group Subsidiaries.

· The Company developed the catalyst composition and synthesis method for obtaining synthetic hydrocarbons with high isoalkane content, as well as a method to obtain synthetic crude using the catalysts.

· Draft specifications were finalized for synthetic crude and high isoalkane content synthetic crude that meets requirements for trunk oil pipeline transport and compatibility with oil refining technologies.

 

INNOVATIVE RESEARCH ON THE ARCTIC SHELF

· Winter ice and metocean studies were conducted in the Khatanga Gulf and the adjoining area of the Laptev Sea (Khatanga-Winter 2017 expedition). The studies established the morphometric parameters of the ice cover and the internal structure of pressure ridges and stamukhi (grounded ice hummocks), ice-sheet dynamics, the physical and mechanical properties of ice, as well as weather profile and water mass conditions.

· The Kara-Summer 2017 research expedition was organized and conducted in the Kara and Barents Seas. The expedition carried out a range of activities, most notably:

o Maintenance services were provided for the recently installed infrastructure in the Kara Sea.

o Field experiments were conducted in diverting icebergs. A total of 18 iceberg towing experiments were conducted, including under harsh weather conditions and in sea ice with various ice consolidation ratios.

o Methods for detecting dangerous bodies of ices were tested.

o Provisional local specifications were developed for the East Prinovozemelsky license areas in the Kara Sea based on the baseline data obtained through field and desk studies conducted between 2012 and 2016.

· Within efforts to develop conceptual design solutions for extending the operating season for the Arctic shelf facilities, a conceptual design was developed for the ice protection of the jack-up rig riser. The impact of the proposed solutions in terms of extending the jack-up rig drilling season under ice conditions was also estimated.

 

INNOVATIONS IN REFINING AND PETROCHEMICALS

The Company used its own refinery feedstocks to successfully run independent comparative tests of IDZ-028RN isodewaxing and HG-017RN hydrofinishing catalysts produced by JSC Angarsk Catalyzers and Organic Synthesis Plant in the process of Arctic and winter diesel fuels production. Based on the positive test results, the Company is currently implementing a program to shift the flow at G-24/1 facility of Bashneft's Bashneft-Ufaneftekhim Refinery to diesel fuel isodewaxing.

The Company finalized initial design data for:

· A 500 tpa dearomatized liquid paraffins facility leveraging modern hydrocatalytic processes. The facility is planned to be constructed at JSC Angarsk Catalyzers and Organic Synthesis Plant's production site.

· A 15 ktpa waxy oil base facility to offer a range of Arctic lubricants, including hydraulic oils, motor oils, and plastic lubricants. The technology is planned to be deployed for one of the flows at G-24 facility of JSC Angarsk Petrochemical Company's Oils Plant.

Laboratory-scale technology was developed for manufacturing OMTI (Thermal Engineering Institute's fireresistant oil), designed for turbine lubrication and control systems at Russian nuclear facilities. Russia currently lacks facilities to produce such oils domestically due to the loss of the resource and production base. The oils are imported.

The composition and method of catalyst synthesis were developed for producing synthetic high-viscosity polyalphaolefin base oils. These oils are used as feedstock for gearbox oils and in production of highload assemblies and mechanisms.

Hydrogenation technique to convert acetone into isopropanol was developed as a laboratory method. Hydrogenation of acetone to isopropanol is one of the easiest solutions for phenol/ acetone producers in improving efficiency through shifting production to higher margin products.

Specifications and testing programs were developed for RN-RKM7 and RN-RKM10 synthetic oils for the aerospace industry. The Company demonstrated the possibility of using esters, polyalphaolefins, and synthesized mono cycloalkanes as base components for synthetic oils used in the aerospace industry. The proposed methods of sample synthesis for synthetic base components of oils were laboratory tested.

The additive package (formulation) was developed for all-season energy efficient hydraulic oils compliant with DIN 51524-3 (HVLP level). The adaption of the Russian-made thickening agent to the additive package will enable substitution for imported packages and additives currently used by the Company, as well as provide it with the competitive advantage of producing own energy-efficient HVLP hydraulic oils for industrial and mobile equipment.

The Company successfully tested the functional properties of RN-AT1.003 multifunctional additive in the composition of commercial gasoline produced at the Syzran Refinery. The test results showed the following:

· Using the CEC F05- A93 method with 400 ppm content, the level of detergency achieved met the requirements of the Worldwide Fuel Charter (WFC) and was at par with the imported multifunctional additive used in the gasolines produced by the Company's refineries.

· With a content above 200 ppm, anti-corrosion activity was shown in commercial gasolines and gasolines with oxygenate additives (TAME, MTBE, or ethanol).

· There is no adverse effect on the physicochemical properties or performance of gasoline, nor any increase in CH, CO, or NOx emissions as compared to additive-free gasoline.

 

POLYMERIC MATERIALS

· A new laboratory method was developed for producing ultra-lightweight polymeric proppant (microspheres) based on polydicyclopentadiene (PDCPD), and adjusted for industrial process conditions and equipment.

· The laboratory process was upscaled, and a production process was developed for PDCPD-based ultra-lightweight polymeric proppant (microspheres). The Company optimized the method for producing polymeric proppant precursor including the polymerization phase preceded by generation of monodisperse monomer droplets. The method increases the yield of PDCPD spherical granules of the desired fraction to 76 % during the polymerization phase.

Adaptation and Adoption of Advanced Technologies in 2017

As part of its efforts to adopt promising efficient technologies developed by Russian and foreign companies, the Company organized testing, adaptation, and adoption of new technologies as part of pilot test projects in 2017. During the tests, the key features of the technologies were evaluated, and feasibility studies were conducted to assess the case for, and effectiveness of, their use in the geological and technical conditions of the Company's upstream subsidiaries. A total of 684 tests was conducted as part of pilot test projects in 2017, and 178 thousand tonnes of incremental oil production were recovered as a result.

Following the pilot test projects, 109 technologies were tested at 16 subsidiaries in 2017. The Company and relevant business units review the results and assess the economic viability of implementing the proposed new technologies, as well as prepare plans for their roll-out and implementation.

As part of the implementation program, in 2017, the Company implemented and rolled out 118 new technologies that had been previously tested as part of pilot tests and of which the economic viability had been confirmed. The scope of implementation and roll-out amounted to 6,600 items, with funding totaling RUB 10,002 mln.

As part of the efforts to implement the results of Target Innovative Projects, 18 license agreements worth a total of RUB 80.7 mln were signed for the transfer of software solutions (RN-KIN, RN-KIM, and seismic modules), including to provide training to students in industry-related programs at leading Russian universities.

In 2017, the combined proven economic benefit from the results of Targeted Innovative Projects implemented over the last three years exceeded RUB 3 bln.

 

Corporate governance

 

KEY PRINCIPLES AND IMPROVEMENT OF THE CORPORATE GOVERNANCE SYSTEM

Corporate governance is a sophisticated and rapidly developing framework coordinating shareholders, the Board of Directors, the Company's executive bodies, and other stakeholders. It needs to closely follow changes in corporate law, recommendations of national and global regulators, as well as market operator requirements.

Rosneft is one of the world's largest publicly traded petroleum company. Its securities have been included in the First (Top) Tier Quotation List of the Russian securities market and are also traded on foreign markets.

Given its public status, the Company has to comply with requirements of the national regulator (the Bank of Russia) and of the Moscow Exchange Listing Rules for issuers of publicly traded securities. In addition, it has an obligation to investors to comply with international best practices in corporate governance since the quality of corporate governance is a strong driver of investment decisions. Strong corporate governance is designed to maintain high levels of confidence from shareholders, investors, and counterparties, and should cultivate:

· Higher investment appeal;

· Effective risk assessment methods;

· Efficient use and safeguarding of shareholder (investor) funds;

· Transparency of the Company's operations and high-quality disclosures;

· Higher market value of the Company and lower cost of capital.

PRINCIPLES OF THE CORPORATE GOVERNANCE

The corporate governance framework adopted by the Company delivers on these objectives and is based on the following principles

1. Ensuring the exercise and protection of shareholder rights.

2. Strategic management of the Company by an efficient and competent Board of Directors, due control by the Board of Directors over the Company's executive bodies, accountability of the Board of Directors and executive governing bodies to shareholders.

3. Recognition and protection of stakeholders' rights stipulated by law, active cooperation with stakeholders in order to promote the Company's financial wellbeing, ensure compliance of the Company's operations with social responsibility standards and create jobs.

4. Ensuring timely and accurate disclosure of all material information such as financial position, performance, property, Company management, and material corporate actions.

5. Building an efficient internal control and risk management system providing reasonable assurance that the Company will achieve its goals.

CORPORATE GOVERNANCE CODE OF ROSNEFT

The Company's principles as well as the set of underlying rules in corporate governance are detailed in Rosneft's Corporate Governance Code (the Code). The Code is based on corporate governance principles[7] recognized by the global economic community and complies with key recommendations of the Corporate Governance Code of the Bank of Russia (the Bank of Russia's Code)

The Code is designed to provide additional guarantees and ensure the exercise of shareholder rights to:

• govern the Company

• receive dividend income

• be provided with reliable and effective means of recording their rights to shares, and be able to freely dispose of their shares without any hindrance.

The Code details the principles of an efficient risk management and internal control system providing reasonable assurance that the Company will achieve its goals.

The Code defines the rules of efficient strategic management of the Company by the Board of Directors:

• Board of Directors membership and independence criteria

• proceedings of, and providing information to, the Board of Directors

• performance assessment of the Board of Directors and its members

• remuneration of members of the Board of Directors and the Company's executive governing bodies.

The Code stipulates the Company's obligations to comply with rules for taking material actions (such as major transactions, reorganization, increase or decrease of the charter capital).

The Code describes key principles of communication between the Company and its stakeholders: investors, suppliers, customers, and employees.

The Code defines key rules followed by the Company in developing its information policy, which aim to maximize openness and transparency of the Company while guaranteeing proper protection of confidentiality.

Key corporate governance achievements in 2017:

Rosneft considers enhancement of its corporate governance to be part of its overall objective of improving the Company's performance and an ongoing focus for Rosneft's Board of Directors and executive bodies. The Bank of Russia's Corporate Governance Code serves as a key benchmark for improving the Company's corporate governance framework.

1. To maintain the right balance between the interests of the Company's shareholders and public interests, and ensure appropriate time commitment of directors considering the scale of growth of the Company's business, a new Board of Directors was elected by the Extraordinary General Shareholders' Meeting of Rosneft on 29 September 2017. The new Board of Directors has 11 seats, 4 of which are taken by independent directors. Independent Director Gerhard Schroeder was elected Chairman of the Board of Directors of Rosneft.

2. The Board of Directors of Rosneft determined the procedure for managing conflicts of interest in Rosneft and Group Subsidiaries by approving Regulations on the Procedure for Managing Conflicts of Interest in Rosneft and Group Subsidiaries.

3. Actions envisaged by the Roadmap for Incorporating Key Provisions of the Bank of Russia's Code in Rosneft's Operations approved by the Board of Directors of Rosneft (Road Map) were carried out. The Board of Directors approved:

Regulations on Holding by Members of Rosneft's Board of Directors of Rosneft Shares, Shares of, and Equity Stakes in, Group Subsidiaries, which document the rules and principles of and the Company's approaches to holding Rosneft Shares and Shares of Group Subsidiaries by members of Rosneft's Board of Directors

Regulations on Evaluation of Rosneft's Board of Directors Performance

Rosneft Information Policy documenting, in particular, a list of information which the Company commits to disclose to supplement statutory disclosures.

In accordance with the Roadmap, the Code, and the Regulations on Evaluation of Rosneft's Board of Directors Performance, the Board of Directors performed self-assessment of its performance in the 2016-2017 corporate year. The self-assessment covered the activities of the Board, the Board Committees, the Board members, the Chairman of the Board of Directors and the Corporate Secretary.

Self-assessment of performance of the Board of Directors was based on a questionnaire approved by the HR and Remuneration Committee of the Board of Directors. The analysis of submitted questionnaires suggests strong performance of the Board of Directors, improved composition and structure of the Board due to increased number of independent directors, and the achievement of optimal composition across the Board Committees, as well as high performance across the key functions and highly effective Board processes.

Higher performance of the Board of Directors in the 2016-2017 corporate year, as suggested by the self-assessment results, was due among other factors to the implementation during 2017 of the Action Plan to Improve the Board of Directors' Performance adopted following the performance assessment of the Board of Directors covering the 2015- 2016 corporate year. In particular:

• Regular assessments were carried out to check that Board candidates and the elected members of the Board of Directors meet the independence criteria, with the Board of Directors determining (upon preliminary recommendation by the HR and Remuneration Committee of the Board of Directors) that directors were independent.

• The procedures for preparing the meetings schedule of the Board of Directors (the Committees of the Board of Directors) were optimized, including planning of the Board in-person meetings.

• Arrangements for ongoing effective cooperation with the executive offices of the Board members were put in place, covering inter alia monitoring for potential conflicts of interest related to transactions, as well as reviewing materials and information prepared for the Board meetings.

• In 2017, the Audit Committee of the Board of Directors and the Board of Directors regularly discussed matters related to internal audit arrangements, including the results of review and monitoring of potential conflicts of interest, as well as reports on the internal audit function's performance.

As a result of our efforts taken in 2017 to improve corporate governance, an assessment of compliance with the recommendations of the Bank of Russia's Code based on the guidelines of the Federal Agency for State Property Management (Rosimushchestvo) showed that Rosneft complied with almost all recommendations of the Bank of Russia applicable to the Company. Rosneft's corporate governance complies with 92.4% of recommendations of the Bank of Russia Code, which is higher than the 2016 indicator by 2.7 percentage points and significantly higher than the minimum threshold (65%) recommended by Rosimushchestvo (for the results of integration of the Bank of Russia's Code into Rosneft's operations see Appendix 3 to this Annual Report).

The Company is committed to further developing its corporate governance framework in a consistent and focused manner and in line with the highest national and global standards.

2018 Priorities

For 2018, we plan to continue our focus on the activities stipulated by the Roadmap for Implementation of Key Bank of Russia's Code recommendations.

Every year, the Company implements an action plan to improve corporate governance, which will also be done in 2018. The 2018 action plan includes:

• Performance assessment of the Board of Directors; development, approval, and execution of a plan of actions arising from the assessment;

• Performance audit of the corporate governance framework;

• Performance audit of the risk management framework and internal controls;

• Assessments to check that Board candidates and the elected members of the Board of Directors meet the independence criteria set out in the Bank of Russia's Code and the Moscow Exchange Listing Rules.

Corporate Governance and Control Structure

GENERAL SHAREHOLDERS' MEETING 

Rosneft's supreme governing body responsible for decision-making on key matters of the Company's business.

BOARD OF DIRECTORS

Rosneft Board of Directors provides strategic management of the Company's activities; it is accountable to the General Shareholders' Meeting and acts on behalf and for the benefit of all Rosneft shareholders within the limits prescribed by the Rosneft Charter. It is guided by resolutions of the General Shareholders' Meeting and by the principles of inadmissibility of restricting shareholders' rights, and the achievement of balance between the interests of different shareholder groups to maximize objectivity in decision making for the benefit of all shareholders of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS 

The Audit Committee

Assists the Board of Directors by reviewing the Company's accounting (financial) statements and other reports for completeness, accuracy, and reliability; monitoring the reliability and effectiveness of internal control and risk management systems, compliance, and corporate governance; and safeguarding the independence and objectivity of the internal and external audit functions.

The HR and Remuneration Committee

Assists the Board of Directors by assessing the effectiveness of the Company's HR and succession policies, and the appointment and remuneration system; setting criteria for the selection and preliminary assessment of Board and management candidates; reviewing independence of independent directors; and conducting performance assessments of the Board of Directors, the executive bodies, and top managers of the Company.

The Strategic Planning Committee 

Assists the Board of Directors by supervising the Company's strategic development; assessing the Company's longterm performance; providing strategic and business planning; defining the Company's business priorities and growth targets; and reviewing strategic initiatives by Rosneft's top managers.

THE EXECUTIVE BODIES (the Chief Executive Officer and the Management Board)

Manage the day-to-day operations for the benefit of the Company, and are accountable to the General Shareholders' Meeting and the Board of Directors.

CHIEF EXECUTIVE OFFICE

Rosneft's sole executive body.

THE MANAGEMENT BOARD

Rosneft's collective executive body.

INTERNAL AUDIT SERVICE

Assesses the robustness and effectiveness of the Company's business processes, identifying internal potential for improving the Company's financial and business performance, including that of Group Subsidiaries.

CORPORATE SECRETARY

Ensures the effective implementation of Rosneft's corporate policies and arrangements for effective communications between shareholders, the governing and supervisory bodies, and the Company.

EXTERNAL AUDITOR

A commercial organization selected through procurement process and approved by the General Shareholders' Meeting of Rosneft upon recommendation of the Board of Directors based on assessment by the Audit Committee of the Board of Directors.

AUDIT COMMISSION

The Audit Commission is an elected body that monitors the financial and business operations of Rosneft and performance of its governing bodies, executives, business units and functions, branches and representative offices.

 

GENERAL SHAREHOLDERS' MEETING

The General Shareholders' Meeting is Rosneft's supreme governing body. In the reporting year, two General Shareholders' Meetings were held - one Annual and one Extraordinary Meeting.

Annual General Shareholders' Meeting

On 22 June 2017, Rosneft's Annual General Shareholders' Meeting was held in Sochi, attended by holders of 92.0% of the Company shares.

The Annual General Shareholders' Meeting approved the Annual Report, the Company's Annual Accounting (Financial) Statements, and Net Profit Distribution of Rosneft for the fiscal year 2016. The Meeting also elected the Board of Directors and the Audit Commission, determined their remuneration, and approved the External Auditor of the Company.

It was resolved to distribute RUB 63.4 bln as dividend on Rosneft shares (RUB 5.98 per outstanding share).

Annual General Shareholders' Meeting approved amendments to the Charter, driven by enhanced joint-stock company laws and Rosneft's corporate governance practice. The Meeting also approved a number of related party transactions.

The Meeting was broadcast live to shareholders in locations where the Company is present: Gubkinsky, Krasnodar, Krasnoyarsk, Moscow, Neftekumsk, Nefteyugansk, Ryazan, Samara, St. Petersburg, Tyumen, Tuapse, Usinsk, Ufa, and the Vankor field. While viewing the broadcast, shareholders could ask their questions on the agenda.

As at 31 December 2017, the resolutions adopted by the Annual General Shareholders' Meeting were fully complied with.

Extraordinary General Shareholders' Meeting

On 29 September 2017, Rosneft's Extraordinary General Shareholders' Meeting was held in St. Petersburg, attended by holders of 91.78% of the Company shares.

The Extraordinary General Shareholders' Meeting approved amendments to the Charter, increasing the number of the Board members from 9 to 11. The new Board of Directors was elected.

The Extraordinary General Shareholders' Meeting also resolved to distribute RUB 40.6 bln as interim dividend on Rosneft shares (RUB 3.83 per outstanding share), based on 1H 2016 results. This resolution complies with the amendments to the Rosneft Dividend Policy approved in 2017.

As at 31 December 2017, the resolutions adopted by the Extraordinary General Shareholders' Meeting were fully complied with.

 

ROSNEFT'S BOARD OF DIRECTORS

Rosneft's Board of Directors is responsible for strategic management of the Company's operations on behalf and for the benefit of all Rosneft shareholders, and in compliance with Russian legislation, the Charter, the Regulations on the Board of Directors, and other Rosneft's internal documents.

The membership of the Board of Directors is determined by the General Shareholders' Meeting of Rosneft. Directors are elected via a transparent procedure stipulated by the Charter and the Regulations on the Board of Directors of Rosneft.

As part of preparing the General Shareholders' Meeting, shareholders are provided with all necessary information about nominees to the Board of Directors, as described in the Bank of Russia's Code.

Rosneft's obligation to provide shareholders with information on nominees sufficient to judge on their personal and professional skills, including independent status for nominees proposed for independent director positions, is detailed in the Regulations on the General Shareholders' Meeting, and in the Corporate Governance Code of Rosneft.

The Chairman and Deputy Chairman of Rosneft's Board of Directors are elected at the first meeting following the election of the Board of Directors by the General Shareholders' Meeting, and have powers established by the Regulations on the Board of Directors.

For each agenda item considered directors determine whether they may have a potential conflict of interest and refrain from voting on, and (where necessary) discussing, any matter that may, in their opinion, result in such a conflict of interest.

Taking into account the high level of responsibility of the Board of Directors and the executive bodies, with due regard to the scope of implemented projects and materiality of transactions made, Rosneft insures the liability of the Company's directors and management at its own expense.

Membership of Rosneft's Board of Directors (as at 31 December 2017)

Members of Rosneft's Board of Directors have considerable experience in strategic management and competencies sufficient to make well-informed and unbiased decisions for the benefit of the Company and its shareholders.

From the beginning of the reporting year and until Rosneft's Annual General Shareholders' Meeting held on 22 June 2017, the Board of Directors comprised: Andrey Akimov, Andrey Belousov, Matthias Warnig, Oleg Viyugin, Robert Dudley, Guillermo Quintero, Alexander Novak, Igor Sechin, and Donald Humphreys.

On 29 September 2017, the Annual General Shareholders' Meeting elected a new Board of Directors: Faisal Alsuwaidi, Andrey Belousov, Matthias Warnig, Oleg Viyugin, Ivan Glasenberg, Robert Dudley, Guillermo Quintero, Igor Sechin, Donald Humphreys.

In line with amendments to Rosneft's Charter approved by the General Shareholders' Meeting on 29 September 2017, the number of directors was raised from 9 to 11, as required by the needs of Rosneft having drastically scaled up its business and strategic projects implemented together with foreign partners.

On 29 September 2017, the Extraordinary General Shareholders' Meeting elected a new Board of Directors of Rosneft.

GERHARD SCHROEDER

Chairman of the Board of Directors, Independent Director

Born in 1944.

Graduated from the University of Goettingen, the Department of Law, in 1976.

Foreign fellow of the Russian Academy of Sciences.

1998-2005: Chancellor of Germany.

Member of Rosneft's Board of Directors since September 2017.

Chairman of the Board of Directors at Nord Stream 2 AG (Switzerland), Chairman of the Shareholders' Committee of Nord Stream AG (Switzerland), Chairman of the Supervisory Board at Hannover 96 GmbH&Co. KG (Germany), Deputy Chairman of the Supervisory Board at Herrenknecht AG (Germany).

Holds no shares of Rosneft.

IGOR SECHIN

Deputy Chairman of the Board of Directors, Chief Executive Officer, Chairman of the Management Board of Rosneft

Born in 1960.

Graduated from Leningrad State University in 1984. PhD in Economics.

2000-2004: Deputy Head of the Executive Office of the President of the Russian Federation.

2004-2008: Deputy Head of the Executive Office of the President of the Russian Federation - Aide to the President of the Russian Federation.

2008-2012: Deputy Prime Minister of the Russian Federation.

2012 - present: Chief Executive Officer, Chairman of the Management Board of Rosneft.

Member of Rosneft's Board of Directors since 2004 and Chairman of Rosneft's Board of Directors from 2004 to June 2011. Re-elected to Rosneft's Board of Directors in November 2012. Deputy Chairman of Rosneft's Board of Directors since June 2013.

Chairman of boards of directors of JSC ROSNEFTEGAZ, LLC National Oil Consortium, and PJSC Inter RAO, Chairman of the Supervisory Board of LLC CSKA Professional Hockey Club.

Holds 13,489,350 shares of Rosneft (0.1273% of the Company's charter capital).

MATTHIAS WARNIG

Deputy Chairman of the Board of Directors, Independent Director, Chairman of the HR and Remuneration Committee, Member of the Audit Committee of the Board of Directors

Born in 1955.

Graduated from the Bruno Leuschner Higher School of Economics (Berlin) in 1981.

2006-2016: Managing Director of Nord Stream AG (Switzerland).

2008 - present: Director of Interatis AG (Switzerland).

2015 - present: Executive Officer of Nord Stream 2 AG (Switzerland).

Member of Rosneft's Board of Directors since June 2011. Deputy Chairman of Rosneft's Board of Directors since June 2014.

Member of the Supervisory Board at VTB Bank (PJSC), member of the Administrative Board at GAZPROM Schweiz AG (Switzerland), member of the Board of Directors at PJSC Transneft, Chairman of the Board of Directors at United Company RUSAL Plc (Jersey), Chairman of the administrative board at Gas Project Development Central Asia AG (Switzerland), and Interatis Consulting AG (Switzerland).

Holds 92,633 shares of Rosneft (0.0009% of the Company's charter capital).

FAISAL ALSUWAIDI

Member of the Strategic Planning Committee of the Board of Directors

Born in 1954.

Graduated from Merton Technical College in 1978.

2012 - present: President of Research and Development at Qatar Foundation.

Member of Rosneft's Board of Directors since June 2017.

Holds no shares of Rosneft.

ANDREY BELOUSOV

Member of the Strategic Planning Committee of the Board of Directors

Born in 1959.

Graduated from Lomonosov Moscow State University in 1981. Doctor of Economics.

2006 - present: chief research fellow (part-time) at the Institute of Economic Forecasting of the Russian Academy of Sciences.

2008-2012: Director of the Economics and Finance Department of the Government of the Russian Federation.

2012-2013: Minister of Economic Development of the Russian Federation.

2013 - present: Aide to the President of the Russian Federation.

Member of Rosneft's Board of Directors since June 2015, Chairman of Rosneft's Board of Directors from June 2015 to September 2017.

Member of the supervisory board at State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank), Autonomous Non-Profit Organization Agency for Strategic Initiatives to Promote New Projects, and State Space Corporation ROSCOSMOS, member of the board of trustees at the Charity Foundation Deafblind Support Foundation So-edinenie (Connection), State Tretyakov Gallery, and Holy Trinity-Saint Seraphim-Diveyevo Monastery of the Nizhny Novgorod Diocese of the Russian Orthodox Church (Moscow Patriarchate), member of the board of directors at JSC ROSNEFTEGAZ and JSC Russian Export Center.

Holds no shares of Rosneft.

OLEG VIYUGIN

Independent director, member of the Strategic Planning Committee of the Board of Directors, member of the Audit Committee of the Board of Directors

Born in 1952.

Graduated from Lomonosov Moscow State University in 1974. PhD in physics and mathematics.

2004-2007: Head of the Federal Financial Markets Service.

2007 - present: Professor at the School of Finance of the Department of Economic Sciences of the National Research University Higher School of Economics.

2013-2015: Senior Advisor for Russia and the CIS to LLC Morgan Stanley Bank (under civil contract).

Member of Rosneft's Board of Directors since June 2015.

Chairman of the board of directors at NAUFOR and PJSC SAFMAR Financial Investments, Deputy Chairman of the Supervisory Board of the National Settlement Depository, member of the board at the Center for Strategic Developments Foundation and the AGATE Foundation for Young Entrepreneurs, member of the board of trustees at the European University at St. Petersburg Endowment Fund, New Economic School Endowment Fund, and Non-Commercial Foundation Forum Analytical Center, member of the Presidium at the Non-Commercial Partnership National Council on Corporate Governance, member of boards of directors of LLC Skolkovo - Venture Investments and PJSC Unipro, member of the Supervisory Council at PJSC Moscow Exchange.

Holds no shares of Rosneft.

IVAN GLASENBERG

Member of the Strategic Planning Committee of the Board of Directors

Born in 1957.

Graduated from the University of the Witwatersrand in 1981, and the University of Southern California in 1983.

2002 - present: Chief Executive Officer of Glencore International AG.

2011 - present: Chief Executive Officer of Glencore plc.

Member of Rosneft's Board of Directors since September 2017.

Member of the Board of Directors, Non-executive Director at United Company RUSAL PLC (Jersey).

Holds no shares of Rosneft.

ROBERT DUDLEY

Chairman of the Strategic Planning Committee of the Board of Directors

Born in 1955.

Graduated from the University of Illinois in 1977,Thunderbird School of Global Management and Southern Methodist University (Dallas, Texas, USA) in 1979.

2009 - present: Managing Director and member of the Board of Directors at BP p.l.c.

2010 - present: President of BP group

Member of Rosneft's Board of Directors since June 2013.

Member of the Supervisory Board at the Non-Government Organization Russian Geographical Society.

Holds no shares of Rosneft.

GUILLERMO QUINTERO

Member of the HR and Remuneration Committee of the Board of Directors

Born in 1957.

Graduated from the University of Southern California in 1979.

2010-2015: Regional President, Brazil, Uruguay,Venezuela and Colombia, at BP Energy do Brasil Ltda and President and Director at BP Brasil Ltda.

2011-2015: President of BP Exploracion do Brasil Ltda.

2011-2016: Director of BP Petroleo y Gas S.A.

2014-2016: President of BP Exploracion de Venezuela S.A.

2016 - present: Director of GQO Consultants Ltd.

Member of Rosneft's Board of Directors since June 2015.

Member of the Board of Directors at Petrocor AG.

Holds no shares of Rosneft.

ALEXANDER NOVAK

Deputy Chairman of the Strategic Planning Committee of the Board of Directors

Born in 1971.

Graduated from Norilsk Industrial Institute in 1993 and from Lomonosov Moscow State University in 2009.

2008-2012: Deputy Minister of Finance of the Russian Federation.

2012 - present: Minister of Energy of the Russian Federation.

Member of Rosneft's Board of Directors from June 2015 to June 2017. Re-elected to Rosneft's Board of Directors in September 2017.

Chairman of the board of directors at PJSC ROSSETI and PJSC Transneft, member of the Board of Directors at PJSC Gazprom, Chairman of the Board of Trustees at National Research University Moscow Power Engineering Institute, member of the Board of Guardians at Siberian Federal University, member of the Board of Trustees at the Gubkin Russian State University of Oil and Gas, member of the Supervisory Board at ROSATOM, Chairman of the Russian National Committee of the World Energy Council.

Holds no shares of Rosneft.

DONALD HUMPHREYS

Independent director, Chairman of the Audit Committee of the Board of Directors, member of the HR and Remuneration Committee of the Board of Directors

Born in 1948.

Graduated from Oklahoma State University in 1971 and the Wharton School, University of Pennsylvania in 1976.

2011-2013: Senior Vice President, Chief Financial Officer, member of the Management Committee of Exxon Mobil Corporation.

Member of Rosneft's Board of Directors since June 2013.

Member of the board of directors at the Perot Museum of Nature and Science (NPO), Literacy Achieves Learning Center (NPO), Crested Butte Colorado Music Festival (NPO), and Adaptive Sports Center - Colorado (NPO), member of the Board of Trustees at the Georgia O'Keeffe Museum of Art (NPO).

Holds 220,000 global depositary receipts representing interests in Rosneft ordinary shares (0.0021% of the Company's charter capital).

Directors' Attendance at Board and Committee Meetings in 2017[8]

Board of Directors

Audit Committee

The HR and Remuneration Committee

Strategic Planning Committee

Director

Executive

Independent

Attendance at meetings

Gerhard Schroeder

7*/10

Igor Sechin

28/28

Matthias Warnig

24*/28

14/14

14/14

Faisal Alsuwaidi

15/16

6/6

Andrey Belousov

27/28

5/5

Oleg Viyugin

28/28

14/14

11/11

Ivan Glasenberg

16/16

6/6

Robert Dudley

25*/28

10*/11

Guillermo Quintero

28/28

14/14

Alexander Novak

20/22

9/10

Donald Humphreys

26*/28

14/14

14/14

Andrey Akimov (resigned from the Board of Directors in 2017)

12/12

5/5

* Chairman of the Board of Directors Gerhard Schroeder and members of the Board of Directors Matthias Warnig, Robert Dudley, and Donald Humphreys did not attend the meetings with agendas that could give rise to a potential conflict of interest on legal or business grounds.

 

Performance of the Board of Directors in 2017

In 2017, the Board of Directors held 28 meetings (5 meetings in person and 23 meetings by absentee voting) addressing various matters of the Company's business, including the following key resolutions:

· On approval of the Rosneft-2022 Strategy aimed at quantum changes in the Company's business by introducing advanced management approaches and new technologies, and on increasing returns on the Company's existing assets.

· On updating Rosneft's Long-Term Development Program[9] to reflect new strategic guidelines, and on reviewing its progress in 2016.

· On approval of Rosneft's business plan, and on reviewing its performance and normalization results in 2016.

· Carrying out instructions given by the President of the Russian Federation and the Government of the Russian Federation concerning:

o developing and implementing initiatives to reduce operating expenses and enhance import substitution and procurement;

o disposing of non-core assets, and reviewing the progress reports on Rosneft's Non-Core Assets Disposal Program on a quarterly basis (in Q1 - Q3 2017);

o introducing professional standards in the Company's operations.

· On implementing business projects to develop and expand large fields;

· On Rosneft's director compliance with the independence criteria described in the Moscow Exchange Listing Rules (in 2017, the independence of Gerhard Schroeder, Matthias Warnig, Oleg Viyugin, and Donald Humphreys was determined).

· As part of introducing the Bank of Russia's Code provisions, on:

o  the progress against the Roadmap for Incorporating Key Provisions of the Bank of Russia's Code in Rosneft's Operations;

o  the results of the annual selfassessment of Rosneft's Board of Directors' performance in the 2016- 2017 corporate year;

o  performance reports of the Committees of Rosneft's Board of Directors in the 2016-2017 corporate year.

· Approving the Company's internal documents:

o  amendments to Rosneft Dividend Policy;

o  policy on Sustainable Development;

o  Information Policy;

o  policy on Innovation Activity;

o  Company's Credit Policy and amendments to the Available Cash Policy;

o  amendments to the Policy on Internal Audit;

o  regulations on the Procedure for Managing Conflicts of Interest in Rosneft and Group Subsidiaries and amendments thereto;

o  regulations on Evaluation of Rosneft's Board of Directors Performance;

o  regulations on Holding by Members of Rosneft's Board of Directors of Rosneft Shares, Shares of, and Equity Stakes in, Group Subsidiaries;

o  amendments to the Regulations on the Procedure for Formation and Work of Board of Directors Committees.

· On approval/review of Rosneft's programs and reports:

o  energy Saving Program for 2018- 2022 and the progress report on the Company's 2016-2020 Energy Saving Program for 2016;

o  progress report on the Company's Innovative Development Program for 2016;

o  report on the Company's compliance with legislative requirements to countering the misuse of insider information and market manipulation for 2H 2016 and 1H 2017;

o  reports on the Company's internal audit results for 2016 and 1H 2017.

· As part of the incentive system - approval of the 2017 KPIs for Rosneft's top managers, and normalized top manager KPIs for the purposes of the 2016 annual bonus program, as well as their achievement of these KPIs and remuneration in 2016.

· On membership of Rosneft's Management Board (in 2017, Yuri Kurilin and Vlada Rusakova were appointed to the Management Board).

· On approval of the Exchange-Traded Bonds Program in the total amount of up to RUB 1.3 trln (to refinance the existing loans and bonds and finance the investment program and Rosneft's foreign projects).

· On approval of over 70 related party transactions. In addition, according to the amendments to the Federal Law On Joint-Stock Companies dated 1 January 2017, the Board of Directors reviewed more than 250 related party transactions, as established by paragraph 1.1 of Article 81 of the Federal Law On Joint-Stock Companies[10].

Meetings of the Board of Directors are run on a scheduled basis, taking into account deadlines for processing the Company's strategic matters. Action plans are approved by the Board of Directors every six months, assuming its meetings have to be held at least once in six weeks.

The Board of Directors' action plan also contains items outlined in directives of the Russian Government, which need to be regularly reviewed by the Board of Directors, items relating to the preparation of the General Shareholders' Meeting, as well as standard items such as approval of the Company's transactions, business projects, and local regulations, determining the stance on significant matters of Group Subsidiaries' operations, etc.

Strategic matters are discussed by the Board of Directors in person. The Charter determines a list of matters to be decided in person only. Rosneft's Corporate Governance Code also determines matters that the Board of Directors seeks to consider in person. The format of a meeting is determined by the Chairman of Rosneft's Board of Directors.

Action plans of the Board of Directors' Committees are approved based on the meeting schedule of the Board of Directors. Matters that require preliminary assessment by a dedicated committee are decided by the Board of Directors taking into account the recommendation of the respective committee.

The Board of Directors annually/semiannually considers the following key matters

Rosneft's Long-Term Development Program audit results and annual approval of the updated Long-Term Development Program[11] (taking into account changes in strategic guidelines, objectives and measures related to the development of the Company's business segments, the independent auditor's recommendations based on the implementation audit results, and directives of the Government of the Russian Federation).

Approval of the Company's business plans, review of their results, and normalization of approved targets.

Progress reports on the innovative development and energy saving programs for the reporting year, and program approvals for the next year.

Approval of team and individual management KPIs, normalization of targets, progress assessment, and determining remuneration amounts for the Company's top managers.

Review of reports on:

· Introducing professional standards in the Company's operations;

· Progress under the Non-Core Assets Disposal Program;

· The Company's HSE activities;

· Internal audit of the Company's operations;

· The Company's compliance with legislative requirements to countering the misuse of insider information and market manipulation.

The results of the self-assessment of the Board of Directors' performance, etc.

Committees of Rosneft's Board of Directors

In order to enable a preliminary review of the most important matters within the authority of Rosneft's Board of Directors, three standing committees of the Board of Directors have been set up.

The Committees have been formed with due regard for recommendations of the Bank of Russia's Corporate Governance Code and relevant professional experience and expertise of members of the Board of Directors, which allows the Committees to efficiently achieve their tasks.

The Audit Committee of the Board of Directors is comprised solely of independent directors; the majority of members of the HR and Remuneration Committee are independent directors.

AUDIT COMMITTEE

· monitors completeness and reliability of the Company's accounting (financial) statements and other reports

· ensures independent, unbiased, and efficient internal and external audit, and communication with the Audit Commission

· monitors reliability and efficiency of the internal control and risk management system

· monitors the Company's corporate governance practice, develops recommendations for enhancement of the Company's corporate governance framework

· monitors the efficiency of the system for reporting potential wrongdoings by the Company's employees (including misuse of insider or confidential information) and third parties, as well as other violations in the Company's operations.

THE HR AND REMUNERATION COMMITTEE

· assesses the performance of the governing bodies, in particular through developing an assessment methodology and assessing the performance of the Board of Directors, executive bodies, and top managers of the Company

· involves best talent in Company management and creates incentives to drive their performance, in particular through evaluating nominees to the Board of Directors against the established eligibility criteria, assessing independent director compliance with independence criteria, and developing recommendations for shareholders on nominees to the Board of Directors

· monitors information disclosure on the remuneration policy and practices as well as on holding of the Company shares by members of the Board of Directors, the Chief Executive Officer, members of the Management Board, and other top managers.

STRATEGIC PLANNING COMMITTEE

· assists the Board of Directors in setting the Company's strategic goals and guidelines, and assessing the Company's performance in the long Term

· contributes to determining the Company's business priorities, in particular through previewing proposals on the Company's strategy, business projects, and investment programs, as well as major stake/ share acquisitions and disposals, and establishing joint ventures

· is involved in monitoring the performance of the Company's business plan

· assesses the efficiency of Rosneft's communications with investors and shareholders.

Membership of the Audit Committee and the HR and Remuneration Committee has not changed in the reporting year

Donald Humphreys - Chairman, Independent Director

Matthias Warnig - Independent Director

Oleg Viyugin - Independent Director

Matthias Warnig - Chairman, Independent Director

Donald Humphreys - Independent Director

Guillermo Quintero

Robert Dudley - Chairman (since 29 September 2017, member of the Committee in the reporting year)

Alexander Novak[12] - Deputy Chairman

Oleg Viyugin - Independent Director (Chairman until 29 September 2017)

Faisal Alsuwaidi - (since 22 June 2017)

Andrey Belousov - (since 29 September 2017)

Ivan Glasenberg - (since 22 June 2017)

 

Performance of the Board Committees in 2017

In 2017, the Audit Committee held 14 meetings, during which the Committee:

·  As part of reviewing the completeness, accuracy, and reliability of the Company's accounting (financial) statements and safeguarding the objectivity and independence of the external audit function:

o on a quarterly basis, reviewed the Company's consolidated financial results and financial statements, as well as their audit results (prior to submission for review by the Audit Committee, the draft financial statements and information prepared by the auditor had been discussed at conference calls attended by Committee members, Rosneft management, and representatives of the external auditor);

o reviewed the audit results, the audit report on the accounting (financial) statements, and confirmed there were no potential indicators of non-independence of the auditor at the time of audit of the 2016 accounting (financial) statements prepared in accordance with Russian Accounting Standards.

·  As part of ensuring an efficient internal control and risk management system:

o Reviewed reports on corporate risks for 2018 and approved the holistic development plan for the risk management and internal control system for 2017-2019;

o  Recommended for approval by the Board of Directors amendments to the Company's Financial Control Policy, to maintain the efficiency of financial control through aligning financial control management with the Company's Policy on Risk Management and Internal Control System.

·  As part of assuring objective and independent internal audit:

o  Reviewed internal audit reports for 2016 and the first six months of 2017, and information on independence and objectivity of internal audit, endorsed the Internal Audit Action Plan for 2017;

o  On a quarterly basis, reviewed information on assessment and monitoring of potential conflicts of interest related to the head of Internal Audit holding the position of a Member of Rosneft's Management Board;

o Previewed and recommended for approval by the Board of Directors amendments to the Company's Internal Audit Policy.

·  as part of corporate governance - previewed and recommended for approval by the Board of Directors amendments to the Company's Regulations on the Procedure for Managing Conflicts of Interest in Rosneft and Group Subsidiaries

·  as part of communication with the Audit Commission - reviewed the opinion of the Audit Commission based on the financial and business audit results of Rosneft for 2016.

The Committee also recommended for approval by the Board of Directors:

· amendments to the Rosneft Dividend Policy, aimed at increasing the Company's investment appeal and creating a favorable environment to increase the Company's market capitalization and attract investors

· proposals to the General Shareholders' Meeting on distribution of the Company's profit for the financial year 2016, the amount of dividend and dividend payout procedure for 2016 and six months of 2017.

In 2017, the Strategic Planning Committee held 11 meetings, during which the Committee:

·  As part of its contribution to determining the Company's business priorities, recommended the Board of Directors:

o to approve the Company's longterm strategic guidelines until 2030, the updated Long-Term Development Program of Rosneft, and the Rosneft‑-2022 Strategy, as well as the Company's business plan for 2018-2019

o  to approve key targets and investment for the Company's business projects to develop and expand fields

o  to approve the 002R Rosneft Exchange-Traded Bonds Program, the Exchange-Traded Bond Prospectus for the bonds placed thereunder, and to approve Rosneft's exchangetraded bond placements

o to approve the progress report on the Company's Innovative Development Program for 2016

·  as part of involvement in monitoring the performance of the Company's business plans - recommended that the Board of Directors take into account the information on the results of performance and KPI normalization of Rosneft's business plans for 2016 and 2017

· as part of investor and shareholder relations - recommended to approve Rosneft's Information Policy. The Strategic Planning Committee also recommended the Board of Directors to approve the Register of the Company's non-core and inefficient assets.

In 2017, the HR and Remuneration Committee held 14 meetings, during which the Committee:

·  As part of involving best talent in Rosneft management and creating incentives to drive their performance:

o  Recommended top manager candidates for appointment to the Management Board of Rosneft

o Reviewed the proposed remuneration of members of the Board of Directors and the Audit Commission for the 2016-2017 corporate year, and compensation of expenses they incurred when discharging their duties

o  Previewed and recommended for approval by the Board of Directors of Rosneft the Regulations on Holding by Members of Rosneft's Board of Directors of Rosneft Shares, Shares of, and Equity Stakes in, Group Subsidiaries

·  As part of assessing the performance of the Company's governing bodies:

o  reviewed the 2017 KPIs for Rosneft's top managers, normalized the criteria for achievement of the top manager KPIs for 2016 and the progress against the KPIs for the purposes of the 2016 annual bonus program

o  previewed and recommended for approval by the Board of Directors the Regulations on Evaluation of the Board of Directors Performance

 

ROSNEFT'S EXECUTIVE BODIES

Management Board of Rosneft

The Management Board acts for the benefit of the Company on the basis of the Russian legislation, Rosneft's Charter, Regulations on the Collective Executive Body (Management Board), and other internal documents of the Company.

The term of office of a Management Board member is determined by the Charter as three years. The procedure for Management Board formation, the rights, duties and liability of Management Board members, proceedings of the Management Board are governed by the Regulations on the Collective Executive Body (the Management Board) of Rosneft.

Changes to the membership of Rosneft's Management Board in 2017 were as follows:

· On 5 April 2017, Rosneft's Vice President and Chief of Staff Yuri Kurilin was appointed to the Management Board for a three-year period (Minutes of the Board of Directors No. 24 dated 7 April 2017).

· On 15 July 2017, Rosneft's Vice President Vlada Rusakova was appointed to the Management Board to reinforce the Management Board with a top manager responsible for the gas business (Minutes of the Board of Directors No. 2 dated 14 July 2017).

In July 2017, the Board of Directors made a resolution to reappoint for three years the following Management Board members whose terms of office were to expire in 2017: Yuri Kalinin (Deputy Chairman of the Management Board), Eric Maurice Liron, Didier Casimiro, Peter Lazarev, and Zeljko Runje (minutes of the Board of Directors No. 2 dated 14 July 2017).

The size of the Company's Management Board has not changed in the reporting year and totals 11 members. Rosneft's Management Board includes the heads of key business lines, operation service and support function segments of the Company.

Membership of Rosneft's Management Board (as at 31 December 2017)

IGOR SECHIN - Chairman of the Management Board, Chief Executive Officer of Rosneft

Born in 1960.

Graduated from Leningrad State University in 1984. PhD in Economics.

Holder of government and ministerial awards.

2000-2004: Deputy Head of the Executive Office of the President of the Russian Federation.

2004-2008: Deputy Head of the Executive Office of the President of the Russian Federation - Aide to the President of the Russian Federation.

2008-2012: Deputy Prime Minister of the Russian Federation.

2012 - present: Chief Executive Officer, Chairman of the Management Board of Rosneft.

Member of Rosneft's Board of Directors since 2004 and Chairman of Rosneft's Board of Directors from 2004 to June 2011. Re-elected to Rosneft's Board of Directors in November 2012. Deputy Chairman of Rosneft's Board of Directors since June 2013.

Chairman of the board of directors at JSC ROSNEFTEGAZ, LLC National Oil Consortium, and PJSC Inter RAO, Chairman of the Supervisory Board at LLC CSKA Professional Hockey Club.

Holds 13,489,350 shares of Rosneft (0.1273% of the Company's charter capital).

 

YURI KALININ - Deputy Chairman of the Management Board, Vice President for HR and Social Policy of Rosneft

Born in 1946.

Graduated from the Saratov Institute of Law in 1979.

Holder of government and ministerial awards.

1998-2004: Deputy Minister of Justice of the Russian Federation.

2004-2009: Director of the Federal Penitentiary Service (FPS) of Russia.

2009-2010: Deputy Minister of Justice of the Russian Federation.

2010-2012: representative of the Penza Region Legislative Assembly in the Federation Council of the Federal Assembly of the Russian Federation.

Since October 2012: Vice President of Rosneft, since March 2013: Vice President for HR and Social Policy of Rosneft.

Appointed to the Management Board of Rosneft in February 2013; Deputy Chairman of the Management Board of Rosneft since October 2014.

Board member of JSC NEFTEGARANT Non-State Pension Fund, member of boards of directors of LLC RN-Upstream, LLC RN-Commerce, LLC RN-Resource, LLC RN-Refining.

Holds 203,916 shares of Rosneft (0.0019 % of the Company's charter capital).

 

ERIC MAURICE LIRON - First Vice President of Rosneft

Born in 1954.

Graduated from the School of Radio Engineering, Electronics and Computer Science (Paris, France) in 1980.

2000-2005: Manager of Complex Projects in Russia, managing the oilfield services project for Sibneft at Schlumberger Oilfield Services (Russia).

2006-2013: held various executive positions at TNK-BP Management, was Vice President of the Wells Division.

Since April 2013: Vice President of Rosneft for Drilling, Development, and Services. Since July 2013: First Vice President of Rosneft overseeing the production business.

Member of Rosneft's Management Board since September 2013.

Chairman of the board of directors at JSC Verkhnechonskneftegaz and LLC RN-Upstream, member of the board of directors at OJSC NGK Slavneft, LLC National Petroleum Consortium, LLC RN-GAZ, LLC RN-Resource, and LLC RN-Foreign Projects.

Holds 543,804 shares of Rosneft (0.0051 % of the Company's charter capital).

 

GENNADY BUKAEV - Vice President, Head of Internal Audit of Rosneft

Born in 1947.

Graduated from Ufa State Oil Technical University in 1971. PhD in Economics.

Holder of government and ministerial awards.

2000-2004: Minister of the Russian Federation for Taxes and Levies.

2004-2012: Assistant to the Prime Minister of the Russian Federation.

2012-2013: Advisor to the President of the Republic of Bashkortostan.

Advisor to the President of Rosneft since 2013. Since March 2015: Head of Internal Audit of Rosneft; since June 2016: Vice President, Head of Internal Audit of Rosneft.

Member of Rosneft's Management Board since July 2016 (not authorized to participate in voting on matters within the Management Board's competence related to the Company's operations, which may potentially be objects of audit / managerial decisions with regard to audited entities.)

General Director, member of the Board of Directors at JSC ROSNEFTEGAZ, member of the Management Board at Autonomous Non-Profit Organization Hockey Club Salavat Yulaev.

Holds no shares of Rosneft.

 

DIDIER CASIMIRO - Vice President for Refining, Petrochemical, Commerce and Logistics of Rosneft

Born in 1966.

Graduated with distinction from Ghent University, Belgium, in 1991, and from Ghent University, Belgium/Lisbon University, Portugal, in 1992.

1996-2005: held executive positions at BP.

2005-2012: held executive positions at TNK-BP.

Since May 2012, Vice President of Rosneft, since March 2013: Vice President of Rosneft for Commerce and Logistics, since January 2015: Vice President of Rosneft for Refining, Petrochemical, Commerce and Logistics.

Member of Rosneft's Management Board since June 2012.

Chairman of the board of directors at PJSC Saratov Refinery, Rosneft - MP Nefteprodukt, CJSC Rosneft-Armenia, LLC RN-Yerevan, Rosneft Trading S.A., LLC RN-Commerce, LLC RN-Refining, Chairman of the Supervisory Board at PRJSC LINIK, member of the board of directors at OJSC NGK Slavneft, OJSC NGK Slavneft-YANOS, Rosneft Global Trade S.A., JSC SPIMEX, Rosneft Techno S.A., PJSOC Bashneft, LLC RN-Foreign Projects, member of the Board of Directors at SIA ITERA Latvija.

Holds 457,598 shares of Rosneft (0.0043 % of the Company's charter capital).

 

YURI KURILIN - Vice President, Chief of Staff of Rosneft

Born in 1972.

Graduated from Lomonosov Moscow State University in 1994, graduated from California State University, Hayward, with an MBA degree in 1998.

2003-2008: Head of Administration of the Office of the President and Chief Executive Officer, Head of the Office of the President at TNK-BP Management.

2008-2011: Commercial Director at BP Group companies: BP Trading Ltd, BP Exploration Company Ltd.

2011-2014: worked at BP America (USA), Houston (in procurement performance planning and management).

2014-2017: Director for Corporate Affairs and Interaction with Business Partners at BP Exploration Operating Company Ltd.

Since March 2017: Vice President, Chief of Staff of Rosneft Member of Rosneft's Management Board since April 2017.

Member of the Supervisory Board at RRDB Bank (JSC), member of the board of directors at LLC RN-GAZ, LLC RN-Upstream.

Holds no shares of Rosneft.

 

PETER LAZAREV - Financial Director of Rosneft

Born in 1967.

Graduated from the Plekhanov Moscow Institute of National Economy in 1990.

2000-2004: Head of the Promissory Note and Investment Programs in the Finance Department of Rosneft, Deputy Departmental Director, Head of Securities in the Finance Department.

2004-2012: Head of Treasury at Rosneft.

Financial Director of Rosneft since February 2012.

Member of Rosneft's Management Board since June 2011.

Chairman of the Board at NEFTEGARANT Non-State Pension Fund, Chairman of the board of directors at JSC NEFTEGARANT Non-State Pension Fund and LLC RN-Resource, member of the board of directors at Rosneft - MP Nefteprodukt, JSC FESRC, JSC DSRC, CJSC TEK-Torg, LLC RN-Upstream, LLC RN-Commerce, LLC RN-Assets, and LLC RN-Foreign Projects, General Director of LLC RN-Foreign Projects and JSC RN Holding, Executive Financial Director of JSC RN Management.

Holds 448,066 shares of Rosneft (0.0042 % of the Company's charter capital).

 

YURY NARUSHEVICH - Vice President for In-House Services of Rosnefta

Born in 1968.

Graduated from Ivano-Frankivsk Oil and Gas Institute in 1992.

Holder of ministerial awards.

2006-2014: General Director of LLC RN-Drilling.

Vice President for Drilling, Completion and Services of Rosneft since June 2014. Vice President for In-House Services of Rosneft since March 2015.

Member of Rosneft's Management Board since April 2015.

Chairman of the board of directors at LLC RN-Service, PJSC Purnefteotdacha, and LLC RN-Assets, member of the board of directors at Precision Drilling de Venezuela, C.A., LLC RN-Upstream, LLC RN-GAZ, and LLC RN-Resource.

Holds 6,888 shares of Rosneft (0.00006 % of the Company's charter capital).

 

ZELJKO RUNJE - Vice President for Offshore Projects of Rosneft

Born in 1954.

Graduated with honors from the University of Alaska in 1979.

Holder of government awards.

1997-2012: held various executive positions in the Sakhalin1 project in his capacity as Vice President of ExxonMobil Russia Inc.

Since October 2012: Vice President of Rosneft, since March 2013: Vice President of Rosneft for Offshore Projects.

Member of Rosneft's Management Board since November 2012.

Chairman of the Supervisory Board at PJSC Rosneft-Sakhalin, Chairman of the board of directors at LLC RN-Foreign Projects and JSC RN-Shelf-Far East, member of the board of directors at RN Nordic Oil AS, LLC Arctic Research Center, CJSC Rosshelf, JSC FESRC, LLC RN-GAZ, and LLC RN-Commerce.

Holds 377,318 shares of Rosneft (0.0036 % of the Company's charter capital).

 

VLADA RUSAKOVA - Vice President of Rosneft

Born in 1953.

Graduated from, and completed a post-graduate programme at, the Gubkin Moscow Institute of the Petrochemical and Gas Industry in 1977 and 1984, respectively.

Holder of government and ministerial awards.

1998-2003: Head of the Prospective Development Forecasting Division, Prospective Development, Science and Ecology Department at PJSC Gazprom.

Development, Science and Ecology Department at PJSC Gazprom.

2003-2012: Head of the Prospective Development, Science and Ecology Department, Head of the Strategic Development Department, Head of the Prospective Development Department at PJSC Gazprom.

Since April 2013: Vice President of Rosneft in charge of the gas business.

Member of Rosneft's Management Board since July 2017.

Chairman of the board of directors at LLC RN-GAZ and SIA ITERA Latvija, member of the Supervisory Board at the Union of Oil and Gas Organizations Russian Gas Society, member of the Board of Directors at LLC RN-Foreign Projects, LLC RN-Refining.

Holds 4,071 shares of Rosneft (0.00004% of the Company's charter capital).

 

ANDREY SHISHKIN - Vice President for Energy, Localization and Innovations of Rosneft

Born in 1959.

Graduated from the Gubkin Moscow Institute of the Petrochemical and Gas Industry in 1996, State Academy under the Government of the Russian Federation in 2002, and Moscow International Higher Business School MIRBIS in 2002.

Holder of government and ministerial awards.

2005-2010: General Director of OJSC Ural Energy Management Company, OJSC TGK-10, OJSC Tyumen Energy Selling Company.

2008-2009: First Vice President of OJSC Integrated Energy Systems (IES Holding).

2010-2012: Deputy Minister of Energy of the Russian Federation.

Since July 2012: Vice President of Rosneft, since March 2013: Vice President of Rosneft for Energy, Health, Safety and Environment, since August 2014: Vice President of Rosneft for Energy and Localization, since April 2016: Vice-President of Rosneft for Energy, Localization and Innovation.

Member of Rosneft's Management Board since April 2015.

Chairman of the board of directors at JSC FESRC, JSC 82 SRF, JSC Okhinskaya TETS, RIG Research Pte. Ltd., LLC Zvezda-Hyundai, JSC Lazurit CDB, and LLC Arctic Research Center, member of the board of directors at PJSC RusHydro, JSC USC, LLC SNGT, LLC Zvezda Marine Technology, Antares Singapore Pte. Ltd., JSC TomskNIPIneft, PJSC Giprotyumenneftegaz, OJSC VNIPIneft, LLC RN-Assets, LLC RN-Upstream, LLC RN-Commerce, LLC RN-Refining, and OJSC SPA Burovaya Technika, General Director at LLC RN-Assets, President, Chairman of the Management Board, Deputy Chairman of the Board of Directors at PJSOC Bashneft, member of the Presidium at the Russian National Committee of the World Energy Council.

Holds 377,114 shares of Rosneft (0.0036 % of the Company's charter capital).

 

Performance of the Management Board in 2017

The Management Board is guided by, and is bound to comply with, resolutions of the General Shareholders' Meeting and the Board of Directors. The Management Board reports to the Board of Directors and the General Shareholders' Meeting.

In 2017, the Management Board held 53 meetings and reviewed over 160 agenda items within the scope of its authority described in Article 12 of Rosneft's Charter. In particular, the Management Board did the following:

· approved the Company's Gas Business Development Strategy

· resolved to set up the Health, Safety and Environment Committee of Rosneft and approved its Regulations

· approved the updated Single Action Plan for Liquidation/Reorganization/ Disposal of the Company's Non-Core and Non-Performing Assets

· passed a number of resolutions on:

o  the implementation by the Company of business projects for field development and construction, reserves development, conducting geological surveys, exploration and production of hydrocarbons at license areas, completion / review of the terms of transactions for oil and oil products supply to foreign and domestic markets, and transactions for gas supply to the domestic market, with prices capped by the Charter of Rosneft

o  liquidation and reorganization of Group Subsidiaries to optimize the Company's corporate structure, operating and financial capabilities

o  acquisition/disposal of (direct or indirect) interest in commercial or non-profit organizations by Rosneft

· approved the Company's internal documents, including new versions of internal documents on:

o offshore asset and project management

o  coordination of the Company's licensing activities related to subsoil use, and management of subsoil licenses

o  procedure for managing the reclamation of disturbed and contaminated land

o  waste management

o  emergency response and prevention

o  personnel training

o  developing the Company's talent pool system

o  charitable activities of Rosneft and Group Subsidiaries, etc.

· approved normalized KPIs for heads of Rosneft's independent business units and sole executive bodies of Key Group Subsidiaries, to assess their achievement of targets as part of the 2016 annual bonus program, reviewed their performance in 2016 and approved the annual remuneration; approved KPIs for 2017

· approved lists of nominees to boards of directors of Key Group Subsidiaries, and approved candidates for executive roles at Key Group Subsidiaries.

The format of a Management Board meeting is determined by the Chairman of Rosneft's Management Board.

The planning of the Management Board's work is carried out on a quarterly basis. The Management Board's action plans focus on matters that fall within the competence of the Management Board as detailed in Rosneft's Charter and are proposed by members of the Management Board and top managers of the Company, including:

· implementation of the Company's business projects and investment programs, completion / review of the terms of transactions, including transactions with non-core assets and real estate

· acquisition/disposal of interest in commercial or non-profit organizations by Rosneft

· liquidation and reorganization of Group Subsidiaries

· termination of powers and appointment of governing bodies of Key Group Subsidiaries.

Chief Executive Officer, Chairman of the Management Board of Rosneft 

Rosneft's sole executive body is the Chief Executive Officer accountable to the Board of Directors and the General Shareholders' Meeting of Rosneft.

 

 

The Chief Executive Officer acts pursuant to the Charter and the Regulations on the Sole Executive Body of Rosneft and manages the Company's day-to-day operations as per resolutions of the Board of Directors and the General Shareholders' Meeting. The Chief Executive Officer acts on behalf of the Company without a power of attorney and represents the Company's interests.

In 2017, the Chief Executive Officer passed resolutions on matters within his competence detailed in Article 11 of Rosneft's Charter, such as:

· ensuring development of the Company's business plans, annual accounting (financial) statements, as well as reports on the distribution of the Company's profit and payout (declaration) of dividends, to be submitted for approval by the Board of Directors

· making proposals to the Board of Directors on nominees to the Management Board of Rosneft

· implementing internal controls

· making transactions and implementing the Company's business projects with prices capped by the Charter of Rosneft

· approving lists on candidates to governing bodies of Group Subsidiaries which are not Key Group Subsidiaries

· determining the Company's stance on Group Subsidiaries':

o profit distribution

o business plan approvals

o approval of a list of candidates to the Audit Commission

· determining the Company's stance on Non-Key Group Subsidiaries':

o appointment of members of collective executive bodies and sole executive bodies

o approval of KPIs and annual bonuses for sole executive bodies.

As from 24 May 2012, Igor Sechin has been acting as the sole executive body of Rosneft. By virtue of the resolution of Rosneft's Board of Directors, on 30 April 2015 Igor Sechin was re-appointed the sole executive body of Rosneft for another five-year term (Minutes No. 32 dated 30 April 2015).

Corporate Secretary

The Corporate Secretary is an officer of Rosneft whose primary responsibility is to ensure efficient implementation of the Company's corporate policy and efficient communication among Rosneft's shareholders, governing and supervisory bodies, and the Company.

The Corporate Secretary ensures: Rosneft's compliance with the applicable laws, the Company's Charter and internal documents, which guarantee protection of the rights and legitimate interests of Rosneft's shareholders; strong shareholder relations; support of the Board of Directors' efficient performance; enhancement of Rosneft's corporate governance practice in line with the interests of its shareholders and other stakeholders.

The Corporate Secretary reports to the Board of Directors, is appointed and dismissed by the Chief Executive Officer based on the resolution of the Board of Directors.

The Corporate Secretary's activities are governed by Rosneft's Regulations on the Corporate Secretary that comply with all requirements of the Moscow Exchange and recommendations of the Bank of Russia's Code as regards the Corporate Secretary.

Key functions of the Corporate Secretary are to:

· contribute to enhancement of Rosneft's corporate governance framework and practice

· help organize preparations for, and conduct of, the issuer's general shareholders' meetings

· support activities of the Board of Directors and its Committees

· Supporting communication between the issuer and its shareholders and participation in the prevention of corporate conflicts;

· ensure the implementation of procedures prescribed by legislation and the issuer's internal documents, which guarantee exercising of the rights and legitimate interests of shareholders, and monitor compliance

· support the implementation of the issuer's information disclosure policy and ensure safekeeping of the issuer's corporate documents.

Under the resolution of Rosneft's Board of Directors (Minutes No. 34 dated 5 May 2014), the functions of the Corporate Secretary are vested in the Director of Rosneft's Corporate Governance Department Svetlana Gritskevich.

 

SVETLANA GRITSKEVICH

Born in 1974.

Graduated from the Institute of Modern Knowledge, Belarus State University (Minsk), in 1996 and the Russian Presidential Academy of Public Administration in 2011.

Has an MBA degree from MIRBIS (Moscow International Business School, 2011); has strong experience in corporate governance (since 1998) and expertise in fuel and energy sector companies' business (since 1996), as well as management experience (since 2003), which enable high and effective performance of the Company's Corporate Secretary duties.

Rosneft's Department Director for Corporate Governance since 2013.

Member of the Moscow Exchange Share Issuers Committee.

Holds 393 shares of Rosneft (0.000004 % of the Company's charter capital).

 

REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS

Rosneft's existing remuneration system for members of its Board of Directors is based on compliance with legislative provisions and the Company's internal documents developed in line with recommendations of the Bank of Russia and best practices for developing an incentive system for members of governing bodies.

Remuneration of members of the Company's Board of Directors is covered by the Regulations on Payment of Remuneration and Compensation of Expenses of Members of the Board of Directors listing all types and terms of payments to directors, which ensures transparent remuneration payment and criteria.

The Regulations set the fixed remuneration of a member of the Board of Directors (for discharging functions of a Board member) at USD 500,000 for a corporate year, on par with global director remuneration practices in major oil companies. Additional remuneration may be paid for discharging the functions of: the Chairman of the Board of Directors (USD 100,000 for a corporate year), a member of Committees of the Board of Directors (USD 50,000 to the Chairman of the Board of Directors' Committee for a corporate year and USD 30,000 to a member of the Board of Directors' Committee for a corporate year).

The total remuneration is calculated pro-rata to the time served by the relevant member on the Board (acting as Chairman of the Board of Directors / member of a Committee / Chairman of a Committee). At the same time, remuneration is not be paid to a Board member who has attended less than 2/3 of the meetings held, which ensures fair calculation of remuneration.

To promote alignment between the interests of directors, the Company's long-term goals, and financial interests of its shareholders, the Regulations provide for share-based remuneration and set limits on transactions with such shares: following the recommendations of the Bank of Russia's Code, directors are recommended not to sell the greater part of their shares of the Company (50% or more) and abstain from using any hedging options during all acting period and within at least one year after their withdrawal from the Board of Directors.

In accordance with Russian laws and pursuant to the restrictions imposed by the Regulations, no remuneration for the corporate year 2016-2017 was paid to the Chairman of the Board of Directors Andrey Belousov (who is a government official), to the Deputy Chairman of the Board of Directors, Chief Executive Officer of the Company Igor Sechin, and to the member of the Board of Directors Alexander Novak (who holds public office as Minister of Energy of the Russian Federation).

Furthermore, based on statements received from Robert Dudley and Guillermo Quintero, members of the Board of Directors who represent BP (Rosneft shareholder), no remuneration was paid to these directors.

The total remuneration to members of the Board of Directors for the 2016- 2017 corporate year amounted to USD 2.27 mln.

On 22 June 2017, the Annual General Shareholders' Meeting (minutes w/n dated 27 June 2017) resolved to pay the following remuneration amounts to members of the Company's Board of Directors pro-rata to the time served:

· Andrey Akimov: USD 545,000 (USD 500,000 as fixed remuneration, USD 30,000 as remuneration for discharging the functions of a member of the Strategic Planning Committee, and USD 15,000 asremuneration fordischarging the functions of a member of the HR and Remuneration Committee (prorata to the time spent discharging these functions in the corporate year (15 June to 23 December 2016))

·  Matthias Warnig: USD 580,000 (USD 500,000 as fixed remuneration, USD 50,000 as remuneration for discharging the functions of the Chairman of the HR and Remuneration Committee, and USD 30,000 as remuneration for discharging the functions of a member of the Audit Committee)

·  Oleg Viyugin: USD 580,000 (USD 500,000 as fixed remuneration, USD 50,000 as remuneration for discharging the functions of the Chairman of the Strategic Planning Committee, and USD 30,000 as remuneration for discharging the functions of a member of the Audit Committee)

· Donald Humphreys: USD 565,000 (USD 500,000 as fixed remuneration, USD 50,000 asremuneration fordischarging the functions of the Chairman of the Audit Committee, and USD 15,000 asremuneration fordischarging the functions of a member of the HR and Remuneration Committee (pro-rata to the time spent discharging these functions in the corporate year (23 December 2016 to 22 June 2017)).

 

REMUNERATION OF THE MANAGEMENT 

KPI-setting and progress assessment process includes:

· determination of KPIs based on the Company Strategy, Long-Term Development Program, instructions of the President of the Russian Federation and the Government of the Russian Federation, the Company Business Plan and goals in the reporting year;

· approving team KPIs for the Company and its businesses, as well as individual KPIs for top managers by the Board of Directors

· evaluating the performance against collective and individual KPIs based on the audited consolidated accounting statements and management accounts for the reporting period

· assessment by the HR and Remuneration Committee and by the Board of Directors of the approved KPIs delivery and approval of top manager bonuses.

The KPI framework and its correlation with the Company Strategy and the Long-Term Development Program is detailed in Section 2.4. Company KPIs of this Report.

Key remuneration provisions for Rosneft's top management are described in Rosneft's Standard on Payments and Compensations to Top Managers which determines the procedure, conditions, and the list of possible payments to Rosneft's Chief Executive Officer, Vice Presidents, and officers holding Vice President positions.

In 2017, the total remuneration, benefits and/or reimbursement of expenses of Rosneft's collective executive body (Management Board) amounted to RUB 3.9 bln.[13]

The total remuneration of Rosneft's Management Board for Q4 2017 was half that for Q4 2016. Taking into account the membership of the Management Board as at the year-end, the average monthly remuneration per member was reduced by 4%.

KPI

RUB

Remuneration for service on a governing body

117,012,919

Salary

643,935,416

Bonuses[14]

1,774,252,475

Fees

0

Benefits

0

Payments for business trips, and other remunerations

1,360,222,414

Reimbursement of expenses

31,677,723

TOTAL

3,927,100,947

 

MANAGING POSSIBLE CONFLICTS OF INTEREST OF GOVERNING BODIES

The Board of Directors is responsible for managing any conflicts of interest in the Company. The General Shareholders' Meeting and the Board of Directors have approved the Company's internal documents establishing the procedure for managing conflicts of interest.

When considering agenda items, members of the Board of Directors assess a potential conflict between their interests and those of the Company (including any conflict related to their participation in governing bodies of other companies). With respect of any issue that may, in the opinion of a member of the Board of Directors, result in such a conflict of interest, the director shall not participate in voting and, where necessary, in the discussion of such issue. Any actual/potential conflict of interest and its causes are communicated by directors to the Board of Directors through the Chairman of the Board of Directors and/or the Corporate Secretary.

Members of the Management Board and the Chief Executive Officer:

· should refrain from any actions that may cause a conflict of interest, and should such conflict arise - should immediately notify the Chairman of the Management Board / the Chairman of the Board of Directors and/or the Corporate Secretary

· while in office, may not hold and/or control 20 or more percent of voting shares (interests or stakes) in any entity competing with the Company or having any business interest in maintaining relations with the Company

· may not accept any gifts from persons interested in resolutions passed as part of their duties or otherwise directly or indirectly benefit from such persons.

For the avoidance of any potential conflicts among its shareholders, the Company provides equal opportunities for exercising shareholder rights established by the applicable laws.

The Corporate Secretary is responsible for shareholder relations of the Company, and for prevention of any corporate conflicts.

The Corporate Secretary has to promptly notify the Board of Directors of any threatened violation of the applicable laws, shareholder rights or any corporate conflicts and/or conflicts of interest.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM, ENHANCED COMPLIANCE, AND INTERNAL AUDIT

The goals and objectives of the Risk Management and Internal Control System (RM&ICS) are set out in the Company's Policy on the Risk Management and Internal Control System[15] developed based on recommendations of international firms specializing in risk management, internal control, and audit services. They are designed to provide reasonable assurance that the Company will achieve its goals, including:

· strategic goals contributing to the accomplishment of the Company's mission

· operational goals related to the Company's financial and business performance, and asset integrity

· goals of compliance with the applicable laws and local regulations

· goals of timely preparation of reliable financial statements or non-financial reports, internal and/or external reports.

Consistent development and enhancement of the Company's RM&ICS enables to promptly and adequately respond to changes in the external and internal environment, improve operational efficiency and effectiveness, maintain and add value.

RM&ICS focus areas are detailed in the Long-Term Development Program approved by Rosneft's Board of Directors on 15 November 2017 (Minutes No. 6 dated 15 November 2017).

In furtherance of the Long-Term Development Program the Chief Executive Officer approved the RM&ICS holistic development plan for the short and medium terms. The RM&ICS holistic development plan sets goals, objectives, and key initiatives contributing to the achievement of the Company's strategic goals for the RM&ICS.

Key RM&ICS Stakeholders:

GOAL-SETTING AND CONTROL

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

• approve RM&ICS focus areas;

• approve corporate risk reports;

• approve risk appetite;

• monitor the RM&ICS reliability and performance.

 

RISK MANAGEMENT AND EXECUTION OF RESOLUTIONS

CHIEF EXECUTIVE OFFICER

• validates RM&ICS focus areas

• validates RM&ICS reports

• validates risk appetite.

 

RISK MANAGEMENT COMMITTEE

• pre-approves RM&ICS focus areas

• pre-approves risk reports

• pre-approves risk appetite

• resolves RM&ICS operational

disputes.

 

MANAGEMENT

• allocates responsibilities among employees

• manages risks within the scope of its authority

• includes risk management roles and responsibilities in employee job descriptions.

 

GUIDELINES AND INDEPENDENT ASSESSMENT

RISKS AND INTERNAL CONTROL DEPARTMENT

• plans RM&ICS focus areas

• develops, implements, and updates Company-wide RM&ICS guidelines

• prepares reports on risks and internal controls

• coordinates the RM&ICS rollout and operation across Rosneft's businesses and Group Subsidiaries

• develops, implements, and supports insurance programs

• reinsures the Company's risks in Russian and international insurance markets

• settles insurance claims on risks realized.

 

INTERNAL AUDIT SERVICE

• assesses the RM&ICS reliability and performance

• conducts audits

• assists the Company's executive bodies in investigating wrongdoings / unlawful acts by the Company's employees and third parties

• monitors the incorporation of RM&ICS improvement proposals made by internal auditors.

 

AUDIT COMMISSION

• performs audits of the Company's financial and business operations, verifies the accuracy and reliability of data included in Rosneft's annual report and annual accounting (financial) statements, and in the report on related party transactions entered into in the reporting period.

 

RISK MANAGEMENT AND DECISION-MAKING

RISK AND INTERNAL CONTROL EXPERTS OF BUSINESS UNITS

• identify, assess, and develop risk management initiatives

• develop, implement, and update business process controls

• develop, monitor/implement projects to eliminate gaps identified in business process controls.

 

BUSINESS UNIT EMPLOYEES

• execute risk management controls and projects

• assist the Company's management in managing risks

• help identify, assess, and report on risks and internal controls.

 

Audit Commission

The Audit Commission comprises five members and is elected by the General Shareholders' Meeting until the next Annual General Shareholders' Meeting. A Company shareholder or any person nominated by a shareholder may be a member of the Audit Commission. Members of the Audit Commission may not concurrently serve on the Board of Directors or hold other positions in the Company's governing bodies.

The Audit Commission audits the Company's financial and business operations, verifies the accuracy and reliability of data included in Rosneft's annual reports, annual accounting (financial) statements, and in reports on related party transactions entered into in the reporting period.

In 2017, the Audit Commission held two meetings.

In accordance with the approved action plan, the Audit Commission conducted a desk audit of Rosneft's financial and business operations. The Commission prepared a report on the findings of the audit of the annual accounting (financial) statements and on the accuracy and reliability of data included in the annual report, and the report on related party transactions entered into in the reporting period.

 

MEMBERSHIP OF THE AUDIT COMMISSION (AS AT 31 DECEMBER 2017)

Under the resolution of the General Shareholders' Meeting dated 22 June 2017, the following persons were elected to the Audit Commission:

Chairman of the Audit Commission:

ZAKHAR SABANTSEV

Born in 1974.

Graduated from the Moscow State University of Economics, Statistics, and Informatics.

Section Head, Bank Sector Monitoring, Consolidated and Analytical Work Section, Financial Policy Department, Ministry of Finance of the Russian Federation.

 

Members of the Audit Commission

OLGA ANDRIANOVA

Born in 1958.

Graduated from the All-Russian State Distance-Learning Institute of Finance and Economics (ARDLIFE).

Holder of a ministerial award - Certificate of Honor of the Russian Ministry of Energy.

Chief Accountant - Head of the Finance and Economics Service of JSC ROSNEFTEGAZ.

 

ALEXANDER BOGASHOV

Born in 1989.

Graduated from the State University of Management.

Deputy Department Director for Corporate Governance, Price Environment, Control and Audit Activity in the Fuel Producing Industries of the Ministry of Energy of the Russian Federation.

 

SERGEY POMA

Born in 1959.

Graduated from Nakhimov Black Sea Higher Naval School, Saint Petersburg State University.

Vice President, Deputy Chairman of the National Association of Securities Market Participants (NAUFOR)

 

PAVEL SHUMOV

Born in 1978.

Graduated from the Moscow State University of Economics, Statistics, and Informatics.

Acting Deputy Department Director, Ministry of Economic Development of the Russian Federation.

 

Risk management committee

The Risk Management Committee is a collegial advisory body under Rosneft's Chief Executive Officer, primarily responsible for pre-viewing, and forming a consolidated position on, the following matters before they are escalated to Rosneft's executive bodies:

· Company-wide risk management development plan

· progress monitoring results

· risk reporting

· risk appetite and the compliance monitoring results for risk appetite limits

· RM&ICS operational disputes.

The Committee is set up, reorganized, and abolished by resolutions of Rosneft's Management Board, and the Committee membership structure is determined by the Company's Chief Executive Officer. The Risk Management Committee comprises heads of core businesses and had seven permanent members as at 31 December 2017.

In accordance with the Risk Management Committee's action plan, the Committee held four meetings in 2017 and discussed RM&ICS development, risk reporting, and the Company's risk appetite.

 

Internal Control System

The internal control system (ICS) is a part of the RM&ICS, with both systems having aligned goals.

The ICS is organized as per the Company's Policy on the Risk Management and Internal Control System, the Company's Standard on the Internal Control System, and the Company's Regulations on Development, Implementation, and Maintenance of the Internal Control System.

The Company relies on these documents to analyze risks inherent to business processes and implement controls so as to make business processes more efficient and manageable, while ensuring reliability of its financial statements and compliance with legislation and local regulations of the Company.

To achieve the ICS objectives the Company needs to:

· Define and update key ICS focus areas that have to be aligned with the Company's needs and stakeholder requirements

· Develop, adopt, and follow controls, including development of uniform guidelines for the organization and high performance of the Company's ICS

· Identify shortcomings in existing controls, develop and implement measures to address them; streamline and upgrade controls

· Developing and implement tools to enhance communication and information sharing on internal control among all RM&ICS stakeholders, including via information systems.

 

THESE OBJECTIVES ARE ADDRESSED AS PART OF ONGOING ICS PROCESSES:

1. ICS PLANNING

• Planning ICS development, implementation, and maintenance

2. ICS DEVELOPMENT AND IMPLEMENTATION

• Identifying business process risks

• Reviewing controls

• Drafting an action plan to address shortcomings in controls

• Developing / improving controls

3. ICS MAINTENANCE

• Following up on measures taken to address shortcomings in controls

• Updating the risk matrix and controls

4. INDEPENDENT ASSESSMENT

• Conducting internal audit to assess reliability and efficiency of the ICS

 

Risk Management System

The risk management process at the Company is regulated by the Company's Policy on the Risk Management and Internal Control System and the Company's Standard on the Corporate-Wide Risk Management System (CWRMS).

The CWRMS is a combination of interrelated elements embedded into various business processes of the Company (including strategic and business planning processes) and implemented at all management levels by all employees of the Company.

KEY CWRMS COMPONENTS:

1. ANNUAL PLANNING

2. RISK IDENTIFICATION

3. RISK ASSESSMENT

4. RESPONDING TO RISKS

5. REPORTING

6. MONITORING

All key risks of the Company are reported within the CWRMS, including the risks affecting the implementation of its Long-Term Development Program and the risks related to day-to-day financial and business operations. Risk reports are delivered to the Board of Directors and management and comprise all necessary information on risks, risk assessment, and measures taken to manage risks.

 

ROSNEFT'S RISKS:

UPSTREAM

• Risks related to the actual amount of reserves

• Risks related to statutory regulation of subsoil use

 

CORPORATE FUNCTIONS

• Risks related to inspections by regulators

• Risks related to changes in FX regulation

• Risks related to changes in tax legislation

• Risks related to statutory regulation of land use

• Risks related to environmental and industrial safety

• Risks related to ongoing court proceedings in which the Company is involved

 

BUSINESS RISKS

• Risks related to changes in interest rates

• Inflation risk

• Risks related to the country and region of operation

• Geographic and climatic risks

• US and EU sanctions

• Currency risks

• HSE risks

• Risks related to unavailability of core IT systems and IT services due to cyber-attacks

 

DOWNSTREAM

• Risks related to crude oil, gas, and petroleum product prices

• Risks related to monopolies on oil and petroleum product transportation services and associated tariffs

• Risks related to competition

• Risks related to changes in customs regulation

• Risks related to changes in antitrust laws

 

GAS BUSINESS

• Risks related to the sale of natural gas

 

In 2017, the Company's performance was considerably affected by market risks, including:

· risks related to crude oil, gas, and petroleum product prices

· interest rate risks

· currency risks.

The RUB/USD exchange rate and global oil prices are heavily correlated at the moment. On top of that, the FX rate is sensitive to the ratio of RUB and USD interest rates, so the Company has to focus on the aggregate impact by the market risk portfolio when assessing its market risks.

To assess the exposure of the Company's performance to the market risk portfolio, Rosneft recurs to mathematic modeling based on interfaces identified between individual market risk factors.

The market risk management principles are detailed in the Company's Regulations on Market Risk Management and establish a portfolio approach that selects and combines market risk management tools to match the aggregate impact of market risks on the Company's performance targets.

Heads of the Company's businesses organize and coordinate risk management processes within the scope they are responsible for. When choosing a risk response and specific mitigation measures, risk owners seek to find an optimal1 trade-off while maintaining an acceptable risk level (risk appetite).

Risk Appetite

In 2017, the Company put in place the Guidelines for Determining and Applying Risk Appetite which provide for Company-wide requirements to assessing its risk appetite and applying its value in risk management.

 

ROSNEFT ASSESSED ITS RISK APPETITE FOR 2018:

· FINANCIAL AND ECONOMIC PERFORMANCE

o The Company does not accept the risk of credit rating downgrade against Russian sovereign ratings and strictly complies with the covenants of its loan agreements. The Company ensures that all its short- and long-term commitments are discharged as they fall due.

· CORPORATE GOVERNANCE

o The Company has zero tolerance for any form or manifestation of corruption in its operating, investment or any other activities.

o The Company considers unacceptable any form of fraud, irrespective of the amount of damage incurred by the Company, and puts extensive efforts into combating fraud in its operations.

· HEALTH, SAFETY, AND ENVIRONMENT

o Recognizing the nature and scale of the footprint of its business, products, and services, the Company provides safe operation, protects the health and safety of its employees and the local residents in regions of its operation.

o To prevent potential adverse impact, the Company makes relevant commitments and carries out all necessary activities focused on environmental safety and natural resource conservation and restoration.

Corporate Insurance

Rosneft uses insurance as a risk management tool enabling it to pass financial losses caused by insured occurrence through to insurers. Rosneft's corporate insurance program covers:

· the Company's assets

· civil liability (liability to indemnify for damage caused to other persons)

· business risks.

The most material risks are reinsured on the international market with companies having the reliability rating of at least A- by S&P.

Rosneft insures its liability as required by federal legislation, including Federal Law No. 225 On Compulsory Insurance of Owners of Hazardous Facilities against Civil Liability for Damage Caused by Accidents at Hazardous Facilities. The compulsory insurance requirement under Federal Law No. 225 applies to property interests of the facility's owner, which relate to its obligation to indemnify for damage caused to the affected party (Part 1 of Article 1 of the Federal Law). Rosneft has in place insurance coverage against the risk of damage to (loss of) property and potential losses resulting from business interruption due to accidents and other accidental emergencies, and liability insurance against the risk of legal action by third parties related to its onshore and offshore operations.

 

Enhancement of the Risk Management and Internal Control System in 2017

In 2017, the Company implemented the following initiative to support the ongoing development of the RM&ICS:

· Developed a Company-wide register of standard risks and controls detailing standard risks that can affect the achievement by the Company of the goals outlined in its Strategy and Long-Term Development Program, standard risks for its day-to-day financial and business operations, risk factors, business process risks, controls, and their interfaces.

· Put in place the Guidelines for Determining and Applying Risk Appetite. Determined the Company's risk appetite profile and levels for 2018 in accordance with these Guidelines.

· Approved standard functions of RM&ICS experts, as part of introducing the function of risk and internal control experts in the Company. Rosneft's business units and 24 Group Subsidiaries appointed employees to function as risk and internal control experts.

· Over 180 employees of Rosneft and Group Subsidiaries were trained in risk management and internal control.

· Piloted Internal Control and Risk Management information tools as part of automating RM&ICS processes.

 

Fostering Compliance

The Company has in place the Code of Business and Corporate Ethics (the Code) and the Anti-Corruption Policy (the Policy) approved by Rosneft's Board of Directors, which outline Company-wide principles and approaches applied to comply with anticorruption requirements.

The Code reflects the Company's culture, while underlining its commitment to the highest standards of business ethics and imposing the responsibility for compliance with ethical standards on all employees regardless of their status and position. The Code explains the key notions of the process for settling conflicts of interest and exchanging corporate gifts.

The Policy imposes the responsibility for complying with anti-corruption principles and requirements, and for actions (omissions) of their subordinates on all employees and members of governing bodies of the Company regardless of their position. The Policy also requires employees to report all cases of being incited by any person to commit corruption offences to authorized persons and units. In the reporting period, the Company continued to focus on improving anticorruption and anti-fraud efforts, ensure compliance by top managers and employees with international and Russian anticorruption legislation, and the applicable local regulations.

As part of introducing anti-corruption practices, the Company has been consistently working on improving its framework for building its culture elements, organizational structure, and rules and procedures designed to prevent corporate fraud and corruption, and to mitigate reputational risks and risks that the Company will be held liable for bribing officials:

· Rosneft's Comprehensive Anti-Fraud and Anti-Corruption Program for 2017- 2018 was drafted and approved by Rosneft's Council for Business Ethics.

· Rules and a procedure for anti-corruption examination of draft local regulations and administrative documents of the Company were determined to exclude the risk that they would encourage corruption.

· A standard anti-corruption clause is included in agreements with legal entities and individuals.

· The Company's Regulations on the Procedure for Charitable Activities of Rosneft and Group Subsidiaries, and on Sponsorship by Rosneft and Group Subsidiaries are applied across the Company.

· The Company operates a 24/7 Security Hotline to report on cases of corporate fraud and corruption.

· The Company keeps up its consistent efforts to identify commercial arrangements involving abuse of authority by management or third parties. In 2017, 735 criminal cases were initiated, 276 persons were held criminally liable, and 261 persons were sentenced as a result of submissions by the Company's security services to law enforcement authorities.

· In 2017, due diligence was conducted on 117,051 potential bidders (to supply inventories, perform capital construction projects, and provide oilfield and nonoperating services), with 2,618 bids rejected.

· The Company is vetting job applicants on an ongoing basis to identify potential conflicts of interest, including affiliation.

· Additionally, the Company has in place a number of organizational measures to meet the requirements for hiring former government officials, collect and verify information on income, property, and property obligations for certain categories of employees; enhance the commitment of the Company's management to preventing corruption, including conflicts of interest, by entering relevant provisions into employment contracts, and including provisions on liability for failure to comply with antifraud and anti-corruption requirements of the Company's local regulations in employee job descriptions.

 

PROCEDURE FOR MANAGING CONFLICTS OF INTEREST IN ROSNEFT AND GROUP SUBSIDIARIES

As part of implementing its Code of Business and Corporate Ethics and the Anti-Corruption Policy, and to comply with Article 11 of Federal Law No. 273-FZ On Counteracting Corruption dated 25 December 2008, and Resolution of the Russian Government No. 594 On Amending Certain Acts of the Government of the Russian Federation on Matters Related to Prevention and Settlement of Conflicts of Interest dated 28 June 2016, Rosneft's Board of Directors approved the Company's Regulations on the Procedure for Managing Conflicts of Interest in Rosneft and Group Subsidiaries (the Regulations) on 9 June 2017.

These Regulations detail responsibilities of the Company's officers/employees in managing a conflict of interest, and restrictions and prohibitions designed to prevent a conflict of interest (such as business conducted by employees and their close relatives, including securities/ shares/units held in other legal entities and associations, positions held in other organizations, etc.).

The Regulations prohibit the Company's officers/employees from having their close relatives and/or family members directly reporting to, or supervised by, them and/or from participating in hiring, promoting, assessing performance of, or determining compensation (including salary, bonuses, or other remuneration) payable to, such persons.

Moreover, the Regulations introduce a framework to classify conflicts of interest, including conflicts of interest between shareholders and members of the Company's governing bodies (e.g. decisions made by corporate governing bodies that might adversely affect the Company's financial and business performance; the Company failing to make a statutory disclosure or members of corporate governing bodies concealing certain information on their positions in governing bodies of other entities, on stakes (shares) held in other entities, or other information required to be disclosed by legislation, the Company's Charter or local regulations).

The Regulations also provide for ethical certification of the Company's employees designed to identify conflicts of interest.

 

ANTI-CORRUPTION EFFORTS

The Corruption Control section on the official corporate website has:

• the Company's statement on its zero tolerance for corruption

• key provisions of international and Russian anti-corruption legislation

• local corruption control regulations of the Company (Rosneft's Code of Business and Corporate Ethics, and Anti- Corruption Policy)

• security Hotline contacts

• information on cooperation with law enforcement authorities, etc.

 

Internal Audit

Rosneft's internal audit function is performed by the Vice President - Head of Internal Audit, as well as the Operational Audit Department, the Corporate Audit Department, the Regional Audit Department, the Internal Audit Methodology and Management Division, and the Economic and Organizational Analysis Division. In accordance with Rosneft's organizational structure approved by the Board of Directors, units of the Internal Audit Service report directly to the Vice President - Head of Internal Audit.

In the reporting period, the internal audit function was guided by, and acted in accordance with:

· the Company's Policy on Internal Audit

· the Company's Standard on the Organization of Internal Audit

· the Company's Regulations on the Internal Audit Quality Assurance and Improvement Program

· the Company's Regulations on the Procedure for Cooperation between the Internal Audit Service and Business Units of Rosneft and Group Subsidiaries when Performing Internal Audit

· Rosneft's Instruction on the Procedure for Internal Audits §the Company's other local regulations governing internal audit operations.

The internal audit function assists the Board of Directors and the Company's executive bodies in increasing the Company's governance efficiency and improving overall financial and business performance, including through the application of a consistent systematic approach to reviewing and assessing the RM&ICS as well as corporate governance, therefore providing reasonable assurance that the Company will achieve its goals. It also helps ensure:

· the accuracy, reliability, and integrity of information on the Company's financial and business operations, including those of Group Subsidiaries

· the efficiency and effectiveness of the Company's operations, including those of Group Subsidiaries

· identification of internal reserves for improving the Company's financial and business performance, including that of Group Subsidiaries

· protection of the Company's assets, including those of Group Subsidiaries.

The internal audit action plan is based on an audit model using information and requests received from Rosneft's executive bodies and Board of Directors, as well as its risk evaluation results.

The internal audit action plan for the reporting period has been approved by Rosneft's Chief Executive Officer and endorsed by the Audit Committee of the Board of Directors.

Details of the action plan were presented to the Board of Directors as part of the internal audit report for the previous period.

The internal audit report was reviewed by the Chief Executive Officer, the Audit Committee of the Board of Directors, and the Board of Directors of Rosneft.

The internal audit report includes information about material risks, violations and shortcomings, results and efficiency of internal audit proposals on eliminating identified violations or shortcomings, results of implementing the internal audit action plan, and assessment results on the actual condition, reliability, and efficiency of the Company's corporate governance and the RM&ICS.

Based on results from the risk management and internal control system efficiency assessment, the internal audit concluded that the RM&ICS ensures overall support of the risk management process and effective functioning of the internal control system, providing reasonable assurance that the Company will achieve its goals. The assessment results have been reviewed by the Rosneft Board of Directors.

The existing reporting lines, by which the Head of Internal Audit reports to the Board of Directors and the Company's executive bodies, provide sufficient independence for performing internal audit functions.

Heads of units within the Internal Audit Service do not participate in managing functional areas of the Company's business that require management decision-making on audited entities.

The Head of Internal Audit was appointed to Rosneft's Management Board following a decision made by the Board in July 2016. The Head of Internal Audit is not entitled to vote on matters requiring management decisions on audited entities.

A procedure was put in place for Internal Audit Service employees to routinely provide written confirmation of their personal objectivity and absence of a conflict of interest by signing the relevant Declaration at least once a year, thereby raising awareness among the employees of potential conflicts of interest as well as response procedures to situations which may influence the independence and objectivity of an internal audit.

The Head of Internal Audit provides Rosneft's Chief Executive Officer, Board of Directors (its Audit Committee) with confirmation of the organizational independence of internal auditing and individual objectivity of internal auditors at least once a year, as part of the internal audit report.

In 2017, over 300 inspections were conducted, covering most of the Company's major and significant projects.

Over 90.0% of thematic inspections and audits were assessing the RM&ICS performance, improving the efficiency of the Company's business processes in Key Group Subsidiaries, and assessing the business performance of Group Subsidiaries.

In cooperation with the heads of business units, the Internal Audit Service prepares proposals based on its inspection results aimed at improving business processes and RM&ICS optimization, as well as resolutions for eliminating the violations and shortcomings identified during inspections.

In the reporting period, the Internal Audit Service conducted regular in-house self assessment on its internal audit quality.

Overall, internal audit operations complied with the requirements of the Company's local regulations on internal audit, the International Standards for the Professional Practice of Internal Auditing, and the Code of Ethics of the International Institute of Internal Auditors. A report was drafted following the assessment, and an action plan was formulated to further develop the Company's internal audit function.

Based on the RM&ICS performance assessment, the internal audit concluded that Rosneft's RM&ICS ensures overall support of the risk management process and effective functioning of the internal control system, providing reasonable assurance that the Company will achieve its goals.

To ensure compliance with the principle of internal audit independence, the Vice President - Head of Internal Audit administratively reports directly to Rosneft's Chief Executive Officer, and functionally reports to Rosneft's Board of Directors. Employees within the Internal Audit Service units report to the Head of Internal Audit both administratively and functionally.

 

External Audit

By its resolution dated 29 December 2015, Rosneft's Procurement Commission dealing with financial, audit, and consulting services approved the material terms and conditions of the procurement procedure for contracting statutory audit of RAS accounting (financial) statements and IFRS consolidated financial statements of Rosneft and its Major Subsidiaries in 2016-2018, and selected the service provider, Ernst&Young LLC.

The Audit Committee of the Board of Directors assessed the potential auditor and proposed that Rosneft's Board of Directors recommend the General Shareholders' Meeting to approve Ernst & Young LLC as the Company's auditor and determine its fee.

The auditor was approved by the Annual General Shareholders' Meeting of Rosneft.

Ernst & Young LLC, incorporated under the laws of the Russian Federation, is an independent member of Ernst & Young's (EY) global network offering auditing services and consulting on taxation and business conduct. Ernst & Young LLC is one of the Big Four major international auditing companies and a member of the Self-Regulatory Organization of Auditors Association, Russian Union of Auditors (RUA) with a long track record of cooperation with the Company, beginning in 2002.

The Auditor provides the following services to the Company:

· statutory audit of accounting (financial) statements prepared under the Russian Accounting Standards (RAS)

· statutory audit of consolidated financial statements of Rosneft Group prepared under the International Financial Reporting Standards (IFRS)

· audit review of the Company's interim consolidated financial statements prepared under the IFRS

· other one-off additional audit services for new assets acquired by Rosneft Group to be reflected in its IFRS consolidated financial statements.

 

KEY RISK FACTORS

 

Type

Risk description

Risk management measures

Industry-wide risks

Related to crude oil, gas and petroleum product prices

Crude oil, gas and petroleum product prices are the key factor affecting Rosneft's financial and, indirectly, operational performance. Prices for the Company's products depend mainly on the global market environment and the supply and demand balance in some regions of Russia. Rosneft's ability to control its own product prices is significantly limited.

A fall in oil, gas or petroleum product prices has an adverse impact on Rosneft's performance and financial position.

A decrease in prices may result in less profitable oil and gas production by the Company, which will in turn entail a reduction of Rosneft's effective reserves and financial viability of exploration.

Rosneft has sufficient capability to redistribute its commodity flows in case of a significant price difference between the domestic and international markets. The Company is among the world's leaders by upstream costs per boe, and can promptly cut its capex and opex to meet its commitments and obligations if prices for oil, gas, and petroleum products should plummet. Besides, the negative impact of the price risk on the Company's financial performance is partially offset by changes in FX rates (natural hedge effect).

Related to the dependency on monopolistic providers of oil, gas and petroleum product transportation services and their tariffs

Rosneft depends on monopolistic providers of oil, gas and petroleum product transportation services and cannot control the infrastructure they operate and payments they charge.

PJSC Transneft is a national monopoly providing oil and petroleum product transportation services via its trunk pipelines. During its cooperation with Transneft, the Company has not incurred any substantial loss due to failures or leaks in Transneft's pipelines. However, any serious failure in Transneft's pipeline operation or limited access to Transneft's capacities may disrupt oil and petroleum product transportation and adversely impact Rosneft's performance and financial position.

Like other Russian oil producers, Rosneft is required to pay for transportation services provided by Transneft. Transneft's charges for pipeline transportation of oil and petroleum products are set by the tariff regulator. Transneft periodically increases charges for the use of its network. These increases in tariffs result in higher costs for the Company, which adversely impacts its performance and financial position.

Similar risks may result from the use of Gazprom's pipeline system.

The Company is also dependent on railway transportation of its oil and petroleum products. OJSC Russian Railways (RZD) is a national monopoly rendering railway transportation services. RZD tariffs are subject to anti-monopoly control, and traditionally they tend to grow. Further increases in tariffs entail higher costs of oil and petroleum product transportation and may have a negative effect on the Company's performance and financial position.

Rosneft takes into account the negative impact of changes in the natural monopolies' tariffs for hydrocarbon transportation when planning the Company's future business operations. Decisions to change transportation flows and optimize the schedule of the Company's product supply via the Russian oil and gas pipeline system are made depending on the degree of the risk impact.

Related to geographical And climatic conditions

The regions where Rosneft operates have a stable climate and generally are not exposed to natural calamities and disasters. However, abnormally low temperatures in winter in some northern regions can make the operation of the Company's oil-producing sites more difficult.

Delays at export terminals can be caused by climatic characteristics of their locations. Rosneft exports some oil via its own marine terminals and Transneft-controlled terminals. Petroleum products are exported via its marine terminals in Tuapse (Krasnodar Territory) and Nakhodka (Primorsky Territory).

Export via the terminals on the Black Sea to Mediterranean ports may be limited by the capacity of the Bosporus and weather conditions on the Black Sea (storms) in fall. Complex ice conditions in winter may require the shutdown of export terminals on the Baltic Sea and in De-Kastri (Khabarovsk Territory).

Any long delay in export terminal operation may have a negative effect on the Company's performance and financial position.

Rosneft has the capability to redistribute commodity flows taking into account climatic conditions, including the use of alternatives for oil and petroleum product transshipment, as well as the shipment schedule adjustment.

Related to the sale of gas produced by the Company

The key factor that may have a negative impact on the Company's gas sales consists in the failure to take the required amount of gas on the part of consumers. Natural gas sales are also affected by the following factors:

Non-compliance with the current requirements of PJSC Gazprom for the quality of gas sent to the gas transportation system, which may entail the risk of restriction of the volume of gas accepted by the transportation system due to qualitative characteristics, as well as penalties imposed by Gazprom.

Gazprom capping the Company's gas volumes accepted by the GTS to reflect the amount of gas undistributed to consumers.

The Company diversifies its consumer portfolio to ensure that gas consumption targets are met, and makes claims to ensure efficient cash receipt for the sold gas. Risks related to the quality of gas sent to the gas transportation system can be mitigated by implementing technical measures to raise the quality of gas to meet the set standards. The Company continuously monitors conditions and ensures non-discriminating access to Gazprom's gas transportation system.

The Company has also developed an action plan to mitigate the risk of restricted access to the gas transportation system, including changes in gas supply schedules, redistribution of volumes among various consumers and alternative arrangements for gas supply to consumers via third-party producers.

Related to the actual amount of reserves

Data on oil and gas reserves are estimates and contain some uncertainties. The actual reserves may differ from these estimates. Regular re-estimation of the reserves considerably reduces the uncertainty of estimates.

Data on PRMS and SEC oil and gas reserves provided in this Report are based primarily on the results of analysis performed by DeGolyer & MacNaughton, Rosneft's independent consultant for estimation of reserves and resources, oil and gas recovery rates, oil production technologies, etc.

Valuation and estimation of the volume of economically recoverable oil and gas reserves, production volumes, future cash inflows, as well as cost periods for reserve development depend on a number of variables and assumptions and may be adjusted over time. The accuracy of any reserves and resources estimate depends on the quality of available information and interpretation of data on oil production technology and geology. Post-evaluation exploration drilling, data interpretation, testing, and production may require significant upward or downward adjustment of estimates of Rosneft's reserves and resources. Moreover, different experts responsible for estimation of reserves and resources may evaluate reserves and cash inflows differently using the same data.

Actual production, revenue, and costs related to reserves and resources might differ from the estimate.

There is also an element of uncertainty related to the Russian resource classification system. This system takes into account geological factors only and ignores the economic feasibility of production.

Exploration drilling also entails multiple risks, including the risk of non-discovery of productive oil and gas reserves.

The Company carries out exploration activities in different geographical regions, including areas with unfavorable climatic conditions and high costs. There is often uncertainty over well drilling, infrastructure, and operation costs. The factors contributing to such uncertainty include unforeseen geological conditions, abnormally high or low formation pressure, unforeseen heterogeneity within geological formations, unfavorable weather conditions, etc. As a result, Rosneft may incur additional costs or will have to downscale, suspend, or terminate drilling.

If Rosneft cannot conduct efficient exploration or acquire assets with proven reserves, its proven reserves will decrease as the Company produces oil and gas and developed fields are depleted. The Company's future production greatly depends on successful discovery, acquisition, and development of oil and gas fields.

Rosneft is a global leader in terms of oil reserves and has huge potential to increase its resources minimizing any risk of lower oil production as a result of future re-estimation of reserves.

Rosneft's SEC-proved reserve replacement ratio stays well above 184% for many years. Rosneft intends to replace at least 100% of its hydrocarbon production by increasing its SEC-proved reserves going forward.

Related to competition

There is strong competition in the oil and gas industry. Rosneft mainly competes with other leading Russian oil and gas companies to:

·  obtain exploration and development licenses at auctions and during bidding procedures held by Russian authorities;

·  acquire other Russian companies that might hold licenses or existing assets related to hydrocarbon production;

·  engage leading independent services companies with limited service capacity;

·  purchase equipment for capital construction projects in case of shortage;

·  hire the most skilled and experienced staff;

·  acquire existing retail outlets and land plots to establish new retail outlets;

·  purchase or gain access to refining capacities.

The Company is one of the industry leaders in Russia and globally, which significantly improves its competitive position. It has an extensive new project portfolio to maintain and improve its competitive standing in the future.

Rosneft is also exposed to the risks of increased competition in its international target markets.

The following measures are taken to minimize risks during the sale of petroleum products in the highly competitive domestic market:

·  The Company plans its refining capacity utilization based on market forecasts to prevent excess stockpiling of individual types of petroleum products;

·  It promptly re-distributes regional commodity flows in the domestic market and between the domestic market and export taking into account the current oil refining and petroleum product mix and availability of the Company's own marketing and distribution facilities and contractors covering almost all Russian regions;

·  The Company rebuilds its refineries to satisfy the growing demand for high-octane gasoline and low-sulfur petroleum products, which will help increase refinery throughput and conversion rates;

·  The Company maintains a focus on the development of own filling stations and facilities that meet the latest European requirements as the most stable sector for petroleum product sales in the domestic market, which is less exposed to spontaneous price changes and declines in demand.

Additionally, to capture new clients, especially corporate customers, a system for petroleum product delivery via filling stations using electronic cards is being implemented on a wide scale, together with a filling station service system accepting the cards issued by other market players.

Our most effective responses to the risks of increased competition in the international market for crude oil and petroleum products include geographical diversification that allows redistributing product flows between regions.

HSE risks

· The Company's HSE risks are connected with:

·  emergencies, incidents, fi res and other contingencies characterized by damaging of operated facilities and equipment and deviation from the preset process parameters;

·  damage caused to health of workers, counterparties and visitors, as well as to the population of adjacent territories;

·  negative impact on the environment in the course of production and commercial operations;

·  imposition of punitive sanctions and suspension of facilities' operation, as well as loss of business reputation and lowering of stakeholders' credibility level in case of noncompliance with applicable statutory requirements in the fi eld of HSE.

Rosneft has its own HSE management system, which combines resources and procedures needed for both prevention of and response to harmful events. Principles and approaches used at all the stages of facilities' lifecycle are designed to ensure the effective HSE risk management in accordance with applicable requirements to safe conduct of processes and operation of the facilities with allowance for existing advanced technologies.

Risks related to unavailability of core IT systems and IT services due to cyber-attacks

In its operations, the Company uses multiple information systems that must provide reliable functionality to support proper performance of the Company's core processes. From year to year, the number of potential threats to the Company's information infrastructure is growing, as is their potential harmful effect.

Cyber-security is a strategic priority of the Company. Our cyber-security framework relies on a risk-oriented approach and takes into account legislative requirements and best international practices.

Information security management processes are embedded into the Company's corporate governance framework.

Within its operations, the Company also fully complies with government regulations ensuring information security.

Rosneft's regulatory framework governing cyber-security arrangements is updated on an ongoing basis, with relevant functions set up within the Company. Its focus areas are threat intelligence and cyber awareness.

Country and regional risks

Related to the country and region of operation

Rosneft operates in all federal districts of the Russian Federation. Regional development prospects and potential social and economic risks are outlined in the Program of Medium- Term Social and Economic Development of the Russian Federation. The Company believes that the risk of military conflicts, civil unrest, strikes and announcement of a state of emergency in the regions where it operates is insignificant.

The Company notes the impact of risks related to changes in foreign policy on its operations.

It also faces operational risks outside the Russian Federation. It is exposed to higher political, economic, social and legal risks in developing economies as compared to more developed countries. Risks related to operation in such countries are in many respects similar to or may be higher than in Russia, including due to possible changes in foreign policy.

In case of political, economic, or social risks arising in Rosneft's regions of operation, the Company's management will take every reasonable step to minimize their potential adverse impact. The actual profile of such measures will be decided on a case-by-case basis and may include negotiations with authorities, and streamlining/capping costs.

Financial risks

Currency risks

A significant portion of Rosneft's gross revenue comes from oil and petroleum product exports. Therefore, fluctuations in ruble exchange rates impact the Company's financial and business performance, which is a currency risk factor.

The Company identifies and manages currency risks by using an integrated approach enabling the use of natural (economic) hedging. For short-term management of its currency risk, the Company selects a currency for free cash balances from among the Russian ruble, the US dollar and other foreign currencies.

The Company's active currency risk management practices also involve the use of derivative and non-derivative instruments to mitigate the potential impact of FX fluctuations on the indicators of the Company's consolidated financial statements.

Changes in interest rates

As a major borrower, Rosneft is exposed to risks related to changes in interest rates. The Company mainly borrows in the international debt markets. Part of the Company's loan portfolio consists of USD. An interest rate on most of these loans is based on LIBOR and EURIBOR interbank lending rates. An increase in these interest rates may result in higher debt service fees for Rosneft. Growth of borrowing costs for the Company may have a negative effect on its solvency and liquidity. As at end of 2017, the Company had the following credit ratings assigned by leading rating agencies: Moody's (Ва1), S&P(BВ+)

The Company analyzes exposure to interest rate changes, including the development of various scenarios to assess the influence of interest rate changes on financial indicators.

Inflation

Inflation rates in the Russian Federation significantly impact the Company's performance.

When planning its business operations, Rosneft takes into account the impact of the inflation rate on its financial performance, including the impact on the cost of procured materials and equipment, as well as changes in contractors' fees. The Company develops measures to mitigate the risk, including the search for alternative contractors and suppliers of materials and equipment.

Legal risks

Related to inspections by regulators

In 2017, certain Group Subsidiaries underwent scheduled and unscheduled audits for compliance with subsoil, environmental, urban planning, labor, and other legislation. The audits identified no material violations; no liability that might lead to business interruption was imposed. Majority of the identified violations were promptly eliminated, and relevant action plans were prepared and are being implemented for violations that require time to eliminate.

Rosneft regularly monitors compliance with legal requirements; it takes into account the findings of inspections conducted by government bodies in its operations; it plans its operations taking into account detected violations, including those revealed during audits, and seeks to prevent such violations in the future.

Related to changes in FX regulation

Rosneft is actively involved in foreign trade. Some of the Company's assets and liabilities are denominated in foreign currencies. Therefore, government FX regulation impacts the Company's financial and business operations. On the whole, there were no significant amendments to Russian currency laws that could impact Rosneft's operations in the reporting period.

Rosneft regularly monitors changes in laws on FX regulation and control and rulings by supreme courts and assesses legal precedents.

Related to changes in tax legislation

Rosneft is a major taxpayer, and its operations are based on the principles of good faith and transparent relationships with tax authorities. The Company pays VAT, excise tax, income tax, mineral extraction tax, property tax, land tax, as well as other taxes and duties.

In 2017, the following changes that affect Rosneft's operations were introduced to tax legislation:

1. Tax Calculation and Payment:

1.1 Federal Law No. 254-FZ On Amendments to Part Two of the Tax Code of the Russian Federation dated 29 July 2017, which extended until 2020 the application of the "additional component" to the MET rate for oil. This component of RUB 428 per tonne of oil represents the Kk coefficient, which is deductible from the coefficient describing the oil production profile (Dm) and is accordingly increasing the MET rate.

1.2 Federal Law No. 353-FZ On Amendments to Parts One and Two of the Tax Code of the Russian Federation and Individual Laws of the Russian Federation dated 27 November 2017, which:

·  allowed companies producing oil from license areas located completely within the boundaries of the Nizhnnevartovsk District of the Khanty-Mansi Autonomous Area - Yugra under a subsoil use license issued before 1 January 2016, with initial recoverable oil reserves of 450 mmt or more as at 1 January 2016, to apply from 1 January 2018 through 31 December 2027 MET deduction of RUB 2,917 mln for a tax period (calendar month)

·  exempted from the income tax proceeds from sale of shares (stakes) by companies that are subject to sanctions imposed by foreign countries and intergovernmental associations, provided that they fulfil a number of conditions contained in tax legislation; at the same time, expenses in the form of the cost of such shares (stakes) are not included in the taxable base for profit tax purposes

·  clarified the taxation policy applicable to offshore projects so as to eliminate risks of tax disputes that existed before such amendments

·  as of 1 January 2018, increased excise tax rates for certain petroleum products (Euro 5 motor gasoline, diesel fuel, middle distillates)

·  modified certain criteria for classifying petrochemical products (straight-run gasoline, middle distillates) as excisable goods

·  introduced a new excisable item: "receipt" and "recognition" of middle distillates

·  introducing a grace period for property tax on the movable property: in 2018, the property tax rate for movable property that was previously exempted from the tax will not exceed 1.1%

·  changing the procedure for deducting VAT on goods (works, services) purchased, and property rights for taxpayers where the share of their aggregate expenses for purchasing, producing and/or selling goods (works, services), or property rights the sale of which is not subject to VAT, does not exceed 5% of their total expenses: now only goods (works, services) or property rights that are used at the same time in VAT taxable and non-taxable transactions are eligible for deduction ··  changing the procedure for recognizing VAT on goods (works, services) acquired by taxpayers with subsidies (government investments): VAT on relevant goods (works, services) passed by sellers through to taxpayers must be either included in their price directly without deduction, or clawed back and recognized as expenses (depending on when the taxpayer receives the subsidies (government investments)), while the VAT recognition procedure is no longer tied to the tax amount being recognized within the amount of the subsidy (government investment)

2. Tax Accounting, Reporting, and Control:

2.1 Federal Law No. 163-FZ On Amendments to Part One of the Tax Code of the Russian Federation dated 18 July 2017, which introduced new provisions into the Russian Tax Code that limit the exercise of rights to calculate the tax base and tax liabilities (charges, insurance contributions) whereby the taxpayer is required to avoid misrepresentation of business facts and taxable items in its reporting, and to avoid representation of deals (transactions) that are entered into mainly to evade (or partially evade) taxation. These amendments might lead to stricter tax control over the execution and purpose of deals (transactions) made by the Company.

2.2 Federal Law No. 340-FZ On Amendments to Part One of the Tax Code of the Russian Federation Related to the Implementation of International Automated Exchange of Information and Documents on International Groups of Companies dated 27 November 2017, which introduced the requirement to submit country-level reports under international treaties of the Russian Federation, and requirements to automated exchange of financial information with foreign countries (territories) for tax purposes.

The probability of risk related to amendments to tax legislation that came into force in the reporting period is assessed as low.

Rosneft continuously monitors amendments to tax laws, evaluates and forecasts the degree of their potential impact on its operations, follows the latest legal precedents taking into account amendments to the legislation in its operations; the Company's experts are regularly involved in various working groups responsible for drafting tax legislation.

Related to changes in customs regulation

Rosneft is involved in foreign trade. Therefore, the Company is exposed to risks related to changes in state regulation of foreign trade activity and the customs legislation regulating the procedure for transfer of goods through the customs border, determining and application of customs procedures; imposition, introduction, and collection of customs payments.

In 2017, the Eurasian Economic Union adopted its Customs Code (EAEU Customs Code) effective since 1 January 2018. The main changes in the EAEU customs legislation are related to simplification of customs administration procedures and customs formalities, reduction of goods release time and number of submitted declaration documents, prioritizing e-declaration of goods and electronic document workflow between the customs bodies and the foreign trade operators, including automated registration and release of customs declarations via information systems.

2017 also saw the adoption of Federal Law No. 436FZ dated 28 December 2017 that extended the existing customs regulation standards and procedure covering the foreign trade operator's custom formalities until the end of the transition period from the date the EAEU Customs Code takes effect till the moment when new national customs legislation is passed.

Rosneft continuously monitors changes in customs legislation, assesses, and forecasts the extent to which such changes might affect its operations. The Company's experts are regularly involved in various working groups responsible for drafting customs legislation.

As part of working groups and expert panels, Rosneft's representatives were involved in the drafting of a new Federal Law, On Customs Regulation, resolutions of the Eurasian Economic Commission (EEC), and resolutions of the Russian Government across various platforms established by the EEC and Russian federal authorities to improve customs administration procedures.

Related to changes in anti- trust laws

Rosneft has a significant share on the Russian wholesale gasoline, diesel fuel, jet fuel and fuel oil market. Therefore, the Company has to meet additional requirements aimed at protecting competition and might face risks related to amendments to anti-trust laws. N

o material amendments that would affect the Company's operations were made to the Federal Law On Protection of Competition in 2017.

Rosneft continuously monitors amendments to anti-trust legislation and rulings by supreme courts and assesses legal precedents. In case of any legal precedents, Rosneft applies to government bodies for explanations and recommendations for implementing the specific regulations and submits proposals for updating anti-trust legislation.

Related to statutory regulation of subsoil use

Subsoil use is Rosneft's core line of business. Therefore, significant changes in statutory regulation of subsoil use may impact the Company's operations. At the same time, subsoil legislation is not subject to frequent significant adjustments. Changes in subsoil legislation in 2017 are considered positive. The most significant changes are related to introduction of an option to repeatedly increase subsoil areas in certain situations and as long as the increase constitutes 20% of subsoil reserves or less, and also to the increase of prospecting and exploration work times in the Komi Republic to 7 years.

The Company performs operations related to subsoil use in accordance with subsoil laws under issued licenses. The Company continuously monitors amendments to subsoil laws and assesses the latest legal precedents. Plans for obtaining subsoil licenses and conducting day-to-day operations related to subsoil use are developed taking into account the latest trends in statutory regulation in this sphere.

Related to statutory regulation of land use

Rosneft is exposed to risks related to changes in land legislation. No material amendments to land legislation were made in 2017. The most significant changes that affect the Company's operations are related to adjusting calculation of lease fees for state and municipal land to bring it in line with the market fee rates. There were no changes in 2017 that might have a negative impact on the Company's operations.

Rosneft regularly monitors amendments to the applicable legislation, rulings by supreme courts and assesses legal precedents. In case of any legal precedents Rosneft also submits proposals for updating the legislation and applies to government bodies for explanations and recommendations for implementing the specific regulations.

Related to environmental protection and industrial safety

Amendments to laws on industrial safety and environmental protection made during the reporting period are minor. The likelihood of the occurrence of risks related to amendments that came into force in the reporting period is assessed as low.

Rosneft has implemented a health, safety and environment management system that comprises resources and procedures required for preventing hazardous events and responding to them. The principles and approaches followed at all stages of the life cycle of industrial facilities are designed to enable continuous improvement of the system and effective management of HSE risks in accordance with applicable requirements for process safety and safe operation of industrial facilities, taking into account existing state-of-the-art technologies.

The Company continuously monitors amendments to laws on environmental and industrial safety and takes into account legal precedents in its operations.

Related to ongoing court proceedings in which the Company is involved

Rosneft was, or is, a party to the following litigations that may have a significant impact on its financial and business performance:

1. Rosneft and Bashneft are parties to legal disputes involving PJSFC Sistema and JSC Sistema-Invest over Bashneft shares unlawfully held by PJSFC Sistema and JSC Sistema-Invest, including as co-plaintiffs in a case against PJSFC Sistema and JSC Sistema-Invest whereby Bashneft sought to recover RUB 170.6 bln of losses caused by its restructuring (Dispute 1) and RUB 131.6 bln of losses incurred as a result of dividend payouts to the defendants when they unlawfully held Bashneft shares (Dispute 2), and as co-defendants in a case brought by PJSFC Sistema to recover RUB 330.4 bln of losses caused by the suits brought by Rosneft and Bashneft to defend Bashneft's legitimate interests (Dispute 3). These disputes were settled through an out-of-court agreement between the parties, which was approved by the Arbitration Court of the Republic of Bashkortostan in its Ruling on Dispute 1 dated 26 December 2017. Under the out-of-court agreement, PJSFC Sistema and JSC Sistema-Invest undertake to indemnify Bashneft until 30 March 2018 for RUB 100 bln of losses incurred by it, after which the parties to the disputes will waive their claims under Disputes 2 and 3.

2. In October-November 2014, former shareholders of JSC RN Holding brought an action against Rosneft claiming losses caused by allegedly wrong (in view of the plaintiffs) valuation of shares bought back under Article 84.8 of the Federal Law On Joint-Stock Companies. The court of first instance ruled (with the ruling upheld by superior courts) to fully dismiss the claims. In May 2017, the Supreme Court of the Russian Federation dismissed a claim to refer the complaints to its Judicial Chamber on Economic Disputes; the dispute was closed, with claims against the Company found to be baseless. Rosneft is also involved in a number of other litigations that arise in the course of its business. The outcomes of these litigations will have no major impact on the Company's performance or financial position.

3. In 2015, First National Petroleum Corporation (FNPC) initiated arbitration proceedings in the Arbitration Institute of the Stockholm Chamber of Commerce against JSC Tyumenneftegaz, a subsidiary of Rosneft, seeking recovery of losses and interest in the amount exceeding USD 260 million for alleged breach of certain provisions of the agreement to incorporate a joint venture, Tumtex, in the Russian Federation.In the award dated 30 March 2018, FNPС's claims were partially satisfied in the amount of USD 70 million plus interest. The risk associated with the dispute was transferred to the Company within the perimeter of the deal to acquire TNK-BP's assets, and was factored in when signing the deal. The Company intends to challenge the arbitration award.

Rosneft is involved in a number of other legal proceedings that arise in the course of carrying out business. The resolution of such proceedings will not have a material impact on the results of operations or the financial position of the Company.

 

Rosneft regularly monitors rulings by supreme courts and assesses legal precedents created in district arbitration courts; it actively uses such precedents when protecting its rights and legal interests in court and when settling any legal issues arising during its operations. Therefore, risks related to changes in court practice are considered minor.

EU and US Sanctions

In 2014, the US and EU imposed a series of sectoral sanctions. The sanctions introduced restrictions with regard to certain persons designated by the US and EU and:

1. prevent US and EU residents from providing new financing, or works, goods, or services that can be used by such persons under deep-water oil, Arctic oil, and Russian shale oil upstream projects

2. prevent US residents from providing works, goods, or services that can be used by such persons to implement similar projects initiated as of 29 January 2018 in any region if such person holds (i) a stake equal to, or exceeding, 33%, or (ii) a majority stake in such project.

A number of other countries have also imposed sectoral sanctions similar to the US and EU sanctions.

The Company takes these sanctions into account in its operations and continuously monitors them in order to minimize their negative impact.

 

 

Responsibility Statement

I hereby confirm that to the best of my knowledge:

(a) the financial statements, prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole,

(b) the management report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Igor Sechin

Chief Executive Officer

Rosneft Oil Company

March 19, 2018

 


[1] Early repurchase at the request of the bond holder is not allowed.

2 Coupon payments every three months.

3 Coupon payments at the maturity day.

4 On the reporting date these issues are partially used as an instrument for other borrowings under repurchasing agreement operations.

5 For the coupon period effective as of December 31, 2017.

6 For the coupon period effective as of day of early repurchase.

[2] The coefficient "Dm" is calculated using base rate (starting 2016 - RUB 559) and factors which characterize the degree of depletion of a particular field, reserves of a particular field, the degree of difficulty of extraction and region of production and oil properties. Starting from January 2017, additional MET withdrawals are introduced:+ RUB/tonne 306 in 2017 (RUB/tonne- 357 in 2018, RUB/tonne - 428 in 2019-2020).

[3] East- Messoyakh and Kuyumbinskoe fields are developed by the Company within the framework of JV projects.

[4]The FAS - the Federal Antimonopoly Service.

[5] Net of intercompany turnover of RUB 2 billion and RUB 1 billion in the fourth and third quarters of 2017 and RUB 4 billion in the twelve months of 2017.

 

 

[6]See the equity share in net financial results of upstream associates and joint ventures in the section "Upstream operating results".

[7] In particular, the Code relies on the principles of the Organization for Economic Co-operation and Development, the confederation of European shareholder associations, and standard corporate practices of the European Bank for Reconstruction and Development.

[8] The first figure shows the number of meetings attended by a member of the Board of Directors, and the second figure is the total number of meetings they were entitled to attend in 2017.

[9] Approved by the Board of Directors in December 2014.

[10] The Report on Rosneft's Related Party Transactions in 2017 was approved by Rosneft's Board of Directors on 25 April 2018 and posted on the Company's official website in the Investors section.

[11] Approved by the Board of Directors in December 2014

[12] Member of the Committee in the reporting year until 22 June 2017, re-elected to the Committee on 29 September 2017

[13] Information on remuneration and reimbursement of expenses of the collective executive body (the Management Board) for 2017 was published on February 8, 2018 in accordance with the requirements of the Russian legislation for disclosure of information by issuers of issue-grade securities as part of the Quarterly Report of Rosneft for Q4 2017.

[14] Including annual bonuses for the previous year, one-time bonuses for major projects, described in the issuer's quarterly report or three months of 2017)

[15] The Company's Policy on the Risk Management and Internal Control System No. P4-01 P-01 approved by Rosneft's Board of Directors, Minutes No. 8 dated 16 November 2015.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR DMGZDFNGGRZM
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