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Publication of Rosneft's Annual Report for 2010

28 Apr 2011 14:51

RNS Number : 6702F
OJSC OC Rosneft
28 April 2011
 



Publication of Rosneft Annual Report for 2010

Rosneft today published its US GAAP Annual Report for 2010. The document contains a comprehensive management report, responsibility statements, audited financial statements, and other information. The Report is available for download on the Company's website at www.rosneft.com.

Rosneft Information Division

Tel.: +7 (495) 221 31 07

Fax: +7 (495) 411 54 21

v_voevoda@rosneft.ru

April 28, 2011

 

 

Rosneft Oil Company

 

Consolidated Financial Statements

 

as of December 31, 2010 and 2009 andfor the years ended December 31, 2010, 2009 and 2008

With Report of Independent Auditors

 

 

Report of Independent Auditors

 

Shareholders and the Board of Directors of Rosneft Oil Company

 

We have audited the accompanying consolidated balance sheets of Rosneft Oil Company, an open joint stock company ("the Company"), as of December 31, 2010 and 2009, and the related consolidated statements of income and comprehensive income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing 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 over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

 

Ernst&Young LLC

February 4, 2011

 

 

 

Rosneft Oil Company

 

Consolidated Balance Sheets

 

(in millions of US dollars, except share amounts)

 

As of December 31,

Notes

2010

2009

ASSETS

Current assets:

Cash and cash equivalents

3

4,154

1,997

Restricted cash

3

30

20

Short-term investments

4

6,814

2,508

Accounts receivable, net

5

7,512

6,458

Inventories

6

2,111

1,886

Deferred tax assets

18

174

174

Prepayments and other current assets

7

2,156

2,126

Assets held for sale

8

92

-

Total current assets

23,043

15,169

Non-current assets:

Long-term investments

8

2,936

3,744

Long-term bank loans granted, net of allowance of US$ 16 and

US$ 17, respectively

304

326

Property, plant and equipment, net

9

61,190

57,704

Goodwill

11

4,507

4,507

Intangible assets, net

11

767

811

Deferred tax assets

18

125

125

Other non-current assets

12

957

846

Total non-current assets

70,786

68,063

Total assets

93,829

83,232

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued liabilities

13

3,861

3,697

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

14

5,498

7,838

Income and other tax liabilities

15

1,971

1,627

Deferred tax liabilities

18

86

77

Other current liabilities

240

204

Liabilities related to assets held for sale

8

37

-

Total current liabilities

11,693

13,443

Asset retirement obligations

19

2,328

1,772

Long-term debt

14

18,057

15,669

Deferred tax liabilities

18

4,908

5,197

Other non-current liabilities

20

1,339

1,614

Total non-current liabilities

26,632

24,252

Equity:

Common stock, par value 0.01 RUB(shares outstanding: 9,599.24 million and 9,597.43 million as of December 31, 2010 and 2009, respectively)

16

20

20

Treasury shares:

(at acquisition cost: 998.94 million and 1,000.75 million shares as of December 31, 2010 and 2009, respectively)

(7,511)

(7,525)

Additional paid-in capital

13,110

13,108

Other comprehensive loss

2

(20)

(22)

Retained earnings

48,936

39,250

Total shareholders' equity

54,535

44,831

Noncontrolling interests

969

706

Total equity

55,504

45,537

Total liabilities and equity

93,829

83,232

 

Rosneft Oil Company

 

Consolidated Statements of Income and Comprehensive Income

 

(in millions of US dollars, except earnings per share data) 

 

 

For the years ended December 31,

Notes

2010

2009

2008

Revenues

Oil and gas sales

23

34,767

24,820

36,102

Petroleum products and petrochemicals sales

23

26,660

20,736

31,470

Support services and other revenues

1,620

1,270

1,419

Total

63,047

46,826

68,991

Costs and expenses

Production and operating expenses

4,792

4,024

4,572

Cost of purchased oil, gas and petroleum products

2,386

1,890

2,942

General and administrative expenses

1,584

1,416

1,632

Pipeline tariffs and transportation costs

6,980

5,414

5,673

Exploration expense

439

325

248

Depreciation, depletion and amortization

5,597

4,350

3,983

Accretion expense

107

87

120

Taxes other than income tax

18

10,920

8,061

14,810

Export customs duty

17

16,743

12,131

22,006

Total

49,548

37,698

55,986

Operating income

13,499

9,128

13,005

Other (expenses)/income

Interest income

547

516

375

Interest expense

(580)

(605)

(1,112)

Loss on disposal of non-current assets

(156)

(350)

(58)

Impairment loss

8

(31)

-

(108)

Gain on disposal of investments

23

5

22

Equity share in affiliates' profits/(loss)

8

60

112

(7)

Dividends and income/(loss) from joint ventures

11

(8)

(11)

Other loss, net

(89)

(350)

(135)

Foreign exchange gain

32

71

1,148

Total other (expenses)/income

(183)

(609)

114

Income before income tax

13,316

8,519

13,119

Income tax

18

(2,644)

(2,000)

(1,904)

Net income

10,672

6,519

11,215

Net income attributable to noncontrolling interests

(272)

(5)

(95)

Net income attributable to Rosneft

10,400

6,514

11,120

Other comprehensive income/(loss)

2

2

18

(40)

Comprehensive income

10,402

6,532

11,080

Net income attributable to Rosneft per share (in US$) - basic and diluted

1.08

0.68

1.16

Weighted average number of shares outstanding (millions)

9,598

9,598

9,598

 

Rosneft Oil Company

 

Consolidated Statements of Changes in Shareholders' Equity

 

for the years ended December 31, 2010, 2009 and 2008

 

(in millions of US dollars, except share amounts)

 

Numberof shares

(millions)

Commonstock

Additionalpaid-incapital

Treasury

shares

Accumulated other comprehen-

sive loss

Retained earnings

Total shareholders' equity

Noncon-

trolling

interests

Total equity

Balance at December 31, 2007

9,598.18

20

13,075

(7,521)

-

22,866

28,440

277

28,717

Net income for the year

-

-

-

-

-

11,120

11,120

95

11,215

Recognition of the financial effect of a transaction with a related party under common control (Note 16)

-

-

33

-

-

-

33

-

33

Unrealized loss on available-for-sale securities

-

-

-

-

(40)

-

(40)

-

(40)

Dividends declared on common stock

-

-

-

-

-

(650)

(650)

-

(650)

Dividends declared to minority shareholders in subsidiaries

-

-

-

-

-

-

-

(23)

(23)

Change in ownership interests in subsidiaries

-

-

-

-

-

-

-

346

346

Balance at December 31, 2008

9,598.18

20

13,108

(7,521)

(40)

33,336

38,903

695

39,598

Net income for the year

-

-

-

-

-

6,514

6,514

5

6,519

Purchase of shares (Note 16)

(0.75)

-

-

(4)

-

-

(4)

-

(4)

Unrealized gain on available-for-sale securities

-

-

-

-

18

-

18

-

18

Dividends declared on common stock

-

-

-

-

-

(600)

(600)

-

(600)

Dividends declared to minority shareholders in subsidiaries

-

-

-

-

-

-

-

(7)

(7)

Change in ownership interests in subsidiaries

-

-

-

-

-

-

-

13

13

Balance at December 31, 2009

9,597.43

20

13,108

(7,525)

(22)

39,250

44,831

706

45,537

Net income for the year

-

-

-

-

-

10,400

10,400

272

10,672

Sale of shares (Note 16)

1.81

-

(1)

14

-

-

13

-

13

Unrealized gain on available-for-sale securities

-

-

-

-

2

-

2

-

2

Dividends declared on common stock

-

-

-

-

-

(714)

(714)

-

(714)

Dividends declared to minority shareholders in subsidiaries

-

-

-

-

-

-

-

(6)

(6)

Change in ownership interests in subsidiaries

-

-

3

-

-

-

3

(3)

-

Balance at December 31, 2010

9,599.24

20

13,110

(7,511)

(20)

48,936

54,535

969

55,504

 

Rosneft Oil Company

 

Consolidated Statements of Cash Flows

 

(in millions of US dollars)

 

For the years ended December 31,

Notes

2010

2009

2008

Operating activities

Net income

10,672

6,519

11,215

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

Effect of foreign exchange

(21)

(454)

(1,263)

Depreciation, depletion and amortization

5,597

4,350

3,983

Dry hole costs

114

170

27

Loss on disposal of non-current assets

156

350

58

Asset impairment loss

8

31

-

108

Deferred income benefit

18

(253)

(106)

(1,490)

Accretion expense

19

107

87

120

Equity share in affiliates' (profits)/loss

8

(60)

(112)

7

Gain on disposal of investments

(23)

(5)

(22)

Increase/(decrease) in allowance for doubtful accounts and bank loans granted

47

(41)

57

Gain on extinguishment of promissory notes

14

(178)

(207)

(42)

Changes in operating assets and liabilities net of acquisitions:

(Increase)/decrease in accounts receivable

(964)

(287)

2,180

(Increase)/decrease in inventories

(232)

(459)

502

(Increase)/decrease in restricted cash

(10)

(16)

30

Increase in prepayments and other current assets

(97)

(280)

(114)

Decrease in other non-current assets

14

117

228

Decrease/(increase) in long-term bank loans granted

23

(2)

(61)

Increase in interest payable

63

128

184

Increase/(decrease) in accounts payable and accrued liabilities

307

555

(928)

Increase in income and other tax liabilities

351

820

35

Decrease in other current and non-current liabilities

(239)

(365)

(439)

Acquisition of trading securities

(1,134)

(997)

(119)

Proceeds from sale of trading securities

901

554

137

Net cash provided by operating activities

15,172

10,319

14,393

 

Rosneft Oil Company

 

Consolidated Statements of Cash Flows (continued)

 

(in millions of US dollars)

 

For the years ended December 31,

Notes

2010

2009

2008

Investment activities

Capital expenditures

9

(8,931)

(7,252)

(8,732)

Acquisition of licences

(140)

(96)

(47)

Acquisition of rights to use trademarks "Sochi 2014"

11

(18)

(104)

-

Proceeds from disposals of property, plant and equipment

55

33

93

Acquisition of short-term investments, including

Held-to-maturity securities

(4,190)

(2,911)

(1,921)

Available-for-sale securities

(943)

(225)

(4)

Proceeds from redemption/sale of short-term investments, including

Held-to-maturity securities

1,636

2,534

1,342

Available-for-sale securities

665

66

3

Acquisition of long-term investments, including

Held-to-maturity securities

(24)

(533)

(12)

Available-for-sale securities

(10)

(1,035)

(22)

Proceeds from redemption/sale of long-term investments, including

Held-to-maturity securities

12

-

28

Available-for-sale securities

1

3

22

Loans to equity investees

Proceeds from redemption

3

1

21

Given loans

(169)

(95)

(285)

Acquisition of entities, additional shares in subsidiaries and equity investees, net of cash acquired

(5)

(67)

(12)

Proceeds from sale of shares in OJSC Daltransgaz

-

-

91

Margin call deposit placed

-

(293)

(3,100)

Margin call deposit returned

-

1,208

1,713

Placements under reverse REPO agreements

(403)

(22)

-

Receipts under reverse REPO agreements

22

-

-

Net cash used in investing activities

(12,439)

(8,788)

(10,822)

Financing activities

Proceeds from short-term debt

274

1,029

7,090

Repayment of short-term debt

(779)

(7,180)

(13,393)

Proceeds from long-term debt

5,910

11,844

6,885

Repayment of long-term debt

(5,235)

(5,939)

(3,118)

Cash paid for acquisition of treasury shares

16

-

(5)

-

Proceeds from sale of treasury shares

13

-

-

Dividends paid to shareholders

(730)

(622)

(516)

Dividends paid to minority shareholders in subsidiaries

(11)

(4)

(22)

Net cash used in financing activities

(558)

(877)

(3,074)

Increase in cash and cash equivalents

2,175

654

497

Cash and cash equivalents at beginning of period

1,997

1,369

998

Effect of foreign exchange on cash and cash equivalents

(18)

(26)

(126)

Cash and cash equivalents at end of period

4,154

1,997

1,369

Supplementary disclosures of cash flow information

Cash paid for interest

618

690

857

Cash paid for interest (net of amount capitalized)

271

336

578

Cash paid for income tax

2,891

1,561

2,617

Supplementary disclosure of non-cash activities

Income tax offsets

5

-

289

1,315

 

 

1. General

 

Nature of Operations

 

Rosneft Oil Company ("Rosneft") and its subsidiaries, (collectively the "Company" or the "Group"), 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 the Government of the Russian Federation ("State") ownership in other privatized oil and gas companies. 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 an Open Joint Stock Company "Oil Company Rosneft". Such transfers represented a 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 Open Joint Stock Company ("OJSC") Rosneftegaz. As of December 31, 2005, 100% of the shares of Rosneft less one share were owned by OJSC Rosneftegaz and one share was owned by the Russian Federation Federal Agency for the Management of Federal Property. The decrease in interest is attributable to sales of shares during Rosneft's Initial Public Offering ("IPO") in Russia, sales of Global Depository Receipts ("GDR") for the shares on London Stock Exchange and the share swap realized during the merger of Rosneft and certain subsidiaries during 2006. As of December 31, 2010 and 2009, OJSC Rosneftegaz maintains a 75.16% interest in Rosneft.

 

Under Russian legislation, natural resources, including oil, gas, precious metals and minerals and other commercial minerals situated within 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, and the use and protection of subsurface resources within the territory of the Russian Federation. Pursuant to the Law, subsurface resources may be developed only on the basis of a licence. The licenсe is issued by the regional governmental body and contains information on the site to be developed, the period of activity, as well as financial and other conditions. The Company holds licences issued by regional authorities for geological studies, exploration and development of oil and gas blocks and fields in areas where its subsidiaries are located.

 

Due to the limited capacity of OJSC Transneft's pipeline system, the State Pipeline Commission sets export quotas for each oil company based on the legislation on equal access to the oil pipeline system. In addition, the Company exports certain quantities of crude oil bypassing the Transneft system thus enabling it to increase its export capacities. In 2010, 2009 and 2008, the Company's export sales were approximately 57%, 57% and 56% of produced crude oil, respectively. The remaining production was processed at the Company's refineries for further sales on domestic and international markets.

 

Principal subsidiary companies included in the consolidated financial statements and respective ownership interests of the Company as of December 31, 2010 are as follows:

 

 

Name

Nature of Business

Preferred and

Common Shares

VotingShares

Exploration and production

%

%

RN-Yuganskneftegaz LLC

Oil and gas production operator services

100.00

100.00

RN-Purneftegaz LLC

Oil and gas production operator services

100.00

100.00

RN-Sakhalinmorneftegaz LLC

Oil and gas production operator services

100.00

100.00

RN-Krasnodarneftegaz LLC

Oil and gas production operator services

100.00

100.00

RN-Stavropolneftegaz LLC

Oil and gas production operator services

100.00

100.00

RN-Severnaya Neft LLC (Northern Oil)

Oil and gas production operator services

100.00

100.00

CJSC RN-Astra

Oil and gas development and production

100.00

100.00

CJSC Sakhalinmorneftegaz Shelf

Oil and gas development and production

100.00

100.00

OJSC Dagneftegaz

Oil and gas development and production

81.22

94.96

OJSC Rosneft-Dagneft

Oil and gas development and production

68.70

91.60

CJSC Vankorneft

Oil and gas development and production

93.96

93.96

OJSC Grozneftegaz

Oil and gas production operator services

51.00

51.00

RN-Exploration LLC

Field survey and exploration

100.00

100.00

RN-Kaiganneftegaz LLC

Field survey and exploration

100.00

100.00

Vostok Smidt Invest LLC

Investment activities

100.00

100.00

Zapad Smidt Invest LLC

Investment activities

100.00

100.00

OJSC East-Siberian Oil and Gas Company

Oil and gas development and production

70.78

70.78

Val Shatskogo LLC

Oil and gas development

100.00

100.00

OJSC Samaraneftegaz

Oil and gas development and production

100.00

100.00

Refining, marketing and distribution

RN-Tuapse Refinery LLC

Petroleum refining

100.00

100.00

RN-Komsomolsky Refinery LLC

Petroleum refining

100.00

100.00

OJSC Rosneft-MZ Nefteproduct

Petroleum refining

65.42

87.23

OJSC Angarsk Petrochemical Company

Petroleum refining

100.00

100.00

OJSC Achinsk Refinery VNK

Petroleum refining

100.00

100.00

OJSC Angarsk Polymer Plant

Petroleum refining

100.00

100.00

OJSC Kuybyshev Refinery

Petroleum refining

100.00

100.00

OJSC Novokuybyshev Refinery

Petroleum refining

100.00

100.00

OJSC Syzran Refinery

Petroleum refining

100.00

100.00

CJSC Neftegorsk Gas-Processing Plant

Gas processing

100.00

100.00

CJSC Otradny Gas-Processing Plant

Gas processing

100.00

100.00

OJSC Rosneft-ARTAG

Marketing and distribution

38.00

50.67

OJSC Rosneft-Altainefteproduct

Marketing and distribution

64.18

78.59

RN-Arkhangelsknefteproduct LLC

Marketing and distribution

100.00

100.00

OJSC Rosneft-Kabardino-Balkarskaya Toplivnaya Company

Marketing and distribution

99.81

99.89

OJSC Rosneft-Kubannefteproduct

Marketing and distribution

89.50

96.61

OJSC Rosneft-Karachaevo-Cherkessknefteproduct

Marketing and distribution

85.99

87.46

OJSC Rosneft-Kurgannefteproduct

Marketing and distribution

83.32

90.33

OJSC Rosneft-Murmansknefteproduct

Marketing and distribution

45.38

60.51

RN-Nakhodkanefteproduct LLC

Marketing and distribution

100.00

100.00

OJSC Rosneft-Smolensknefteproduct

Marketing and distribution

66.67

86.97

RN-Tuapsenefteproduct LLC

Marketing and distribution

100.00

100.00

OJSC Rosneft-Yamalnefteproduct

Marketing and distribution

49.52

66.03

RN-Vostoknefteproduct LLC

Marketing and distribution

100.00

100.00

OJSC Rosneft-Stavropolye

Marketing and distribution

100.00

100.00

RN-Trade LLC

Marketing and distribution

100.00

100.00

CJSC Exponeft

Marketing and distribution

45.38

60.51

CJSC Irkutsknefteprodukt

Marketing and distribution

100.00

100.00

OJSC Samaranefteprodukt

Marketing and distribution

100.00

100.00

Samara Terminal LLC

Marketing and distribution

100.00

100.00

OJSC Buryatnefteprodukt

Marketing and distribution

97.48

98.88

CJSC Khakasnefteprodukt VNK

Marketing and distribution

100.00

100.00

OJSC Tomsknefteprodukt VNK

Marketing and distribution

100.00

100.00

OJSC Belgorodnefteprodukt

Marketing and distribution

100.00

100.00

CJSC Bryansknefteprodukt

Marketing and distribution

100.00

100.00

OJSC Voronezhnefteprodukt

Marketing and distribution

100.00

100.00

CJSC Lipetsknefteprodukt

Marketing and distribution

100.00

100.00

CJSC Orelnefteprodukt

Marketing and distribution

100.00

100.00

CJSC Penzanefteprodukt

Marketing and distribution

100.00

100.00

CJSC Tambovnefteprodukt

Marketing and distribution

100.00

100.00

CJSC Ulyanovsknefteprodukt

Marketing and distribution

100.00

100.00

Ulyanovsk Terminal LLC

Marketing and distribution

100.00

100.00

OJSC RN-Moskva

Marketing and distribution

100.00

100.00

CJSC NBA Service

Marketing and distribution

100.00

100.00

OJSC Germes Moskva

Marketing and distribution

85.61

85.61

CJSC Contract Oil

Marketing and distribution

100.00

100.00

CJSC Mytischi Fuel Company

Marketing and distribution

100.00

100.00

OJSC Stavropolnefteproduct

Marketing and distribution

100.00

100.00

U-Kuban LLC

Marketing and distribution

100.00

100.00

RN-Ingushnefteproduct LLC

Marketing and distribution

100.00

100.00

Other

Rosneft International Ltd.

Holding company

100.00

100.00

CJSC Rosnefteflot

Transportation services

51.00

51.00

OJSC All-Russian Bank for Reconstruction and Development of Russian Regions (VBRR)

Banking

84.67

84.67

CJSC RN-Shelf-Dalniy Vostok

Management company

100.00

100.00

CJSC RN-Sety

Electric-power transmission services

100.00

100.00

RN-Burenie LLC

Drilling services

100.00

100.00

NK Rosneft NTC LLC

Research and development activities

100.00

100.00

 

All of the above subsidiaries, except for Rosneft International Ltd., are incorporated in the Russian Federation. Rosneft International Ltd. is registered in Ireland.

 

2. Significant Accounting Policies 

 

Form and Content of the Consolidated Financial Statements

 

The Company maintains its books and records in accordance with accounting and taxation principles and practices mandated by Russian legislation. The accompanying consolidated financial statements were derived from the Company's Russian statutory books and records with adjustments made to present them in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

 

In June 2009, the Financial Accounting Standards Board ("FASB") issued the Accounting Standards Update ("ASU") 2009-01 ("ASU 2009-01"). ASU 2009-01 also issued as FASB Statement of Financial Accounting Standards ("SFAS") 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, is effective for financial statements issued after September 15, 2009. ASU 2009-01 requires that the FASB's Accounting Standards Codification ("ASC") become the single source of authoritative US GAAP principles recognized by the FASB. The Company adopted ASU 2009-01 effective July 1, 2009 and changed references to US GAAP in its consolidated financial statements issued for the year 2010. The adoption of ASU 2009-01 did not impact the Company's consolidated financial position or results of operations.

 

Subsequent events have been evaluated through February 4, 2011, the date these consolidated financial statements were issued.

 

The accompanying consolidated financial statements differ from the financial statements issued for statutory purposes in Russia in that they reflect certain adjustments, not recorded in the Company's statutory books, which are appropriate to present the financial position, results of operations and cash flows in accordance with US GAAP. The principal adjustments relate to: (1) recognition of certain expenses; (2) valuation and depreciation of property, plant and equipment; (3) foreign currency translation; (4) deferred income taxes; (5) valuation allowances for unrecoverable assets; (6) accounting for the time value of money; (7) accounting for investments in oil and gas property and conveyances; (8) consolidation principles; (9) recognition and disclosure of guarantees, contingencies, commitments and certain assets and liabilities; (10) accounting for asset retirement obligations; (11) business combinations and goodwill; (12) accounting for derivative instruments.

 

Certain items in the consolidated statement of income and comprehensive income, and the consolidated statement of cash flows for the year 2008 were reclassified to conform to the current year presentation of noncontrolling interests according to the provisions of FASB ASC 810, Consolidation, which the Company adopted from January 1, 2009.

 

Management Estimates

 

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet as well as the amounts of revenues and expenses recognized during the reporting periods. Certain significant estimates and assumptions for the Company include: estimation of economically recoverable oil and gas reserves; rights to, recoverability and useful lives of long-term assets and investments; impairment of goodwill; allowances for doubtful accounts receivable; asset retirement obligations; legal and tax contingencies; environmental remediation obligations; recognition and disclosure of guarantees and other commitments; fair value measurements; ability to renew operating leases and to enter into new lease agreements, and classification of certain debt amounts. Management believes it has a reasonable and appropriate basis for its judgment pertaining to its estimates and assumptions. However, actual results could differ from those estimates.

 

Foreign Currency Translation

 

The management of the Company has determined that the US dollar ("US$") is the functional and reporting currency for the purpose of financial reporting under US GAAP. Monetary assets and liabilities have been translated into US$ using the official exchange rate of the Central Bank of the Russian Federation ("CBR") as of the balance sheet date. Non‑monetary assets and liabilities have been translated at historical rates. Revenues, expenses and cash flows have, where practicable, been translated into US$ at exchange rates that are close to the actual rate of exchange prevailing on transaction dates.

 

Gains and losses resulting from the re-measurement into US$ are included in "Foreign exchange gain" in the consolidated statements of income and comprehensive income.

 

As of December 31, 2010 and 2009, the CBR official rates of exchange were 30.48 rubles ("RUB") and 30.24 RUB per US$, respectively. Average rates of exchange in 12 months of 2010 and 2009 were 30.37 RUB and 31.72 RUB per US$, respectively. As of February 4, 2011, the official rate of exchange was 29.35 RUB per US$.

 

The translation of local currency denominated assets and liabilities into US$ for the purposes of these financial statements does not indicate that the Company could realize or settle, in US$, the reported values of these assets and liabilities. Likewise, it does not indicate that the Company could return or distribute the reported US$ value of equity to its shareholders.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of majority-owned, controlled subsidiaries and variable interest entities where the Company is a primary beneficiary. All significant intercompany transactions and balances have been eliminated. The equity method is used to account for investments in affiliates in which the Company has the ability to exert significant influence over the affiliates' operating and financial policies. The investments in entities where the Company holds the majority of shares, but the minority shareholders have significant influence, are also accounted for using the equity method. The Company's share in net profit or loss of equity investees also includes any other-than-temporary declines in fair value recognized during the period. Investments in other companies are accounted for at cost and adjusted for impairment, if any.

 

Business Combinations

 

The Company accounts for its business combinations according to FASB ASC 805, Business Combinations, and FASB ASC 810, Consolidation. The Company applies the acquisition method of accounting and recognizes the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, licenсe and other asset lives and market multiples, among other items.

 

Goodwill and Other Intangible Assets

 

Goodwill represents the excess of the consideration transferred plus the fair value of any noncontrolling interest in the acquiree at the acquisition date over the fair values of the identifiable net asset acquired. The excess of the fair values of the identifiable net asset acquired over the consideration transferred plus the fair value of any noncontrolling interest in the acquiree should be recognized as a gain in consolidated statements of income and comprehensive income on the acquisition date.

 

Goodwill and Other Intangible Assets (continued)

 

For investees accounted for under the equity method, the excess of the cost to acquire a share in those entities over the fair value of the acquired share of net assets as of the acquisition date is treated as embedded goodwill.

 

In accordance with requirements of FASB ASC 350, Intangibles - Goodwill and Other, goodwill and intangible assets with indefinite useful lives are not amortized. Instead, they are tested at least annually for impairment. The impairment loss is recognized when the carrying value of goodwill exceeds its fair value. The impairment test is comprised of two stages. The first step compares the fair value of the reporting unit with its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill of the reporting unit is considered not impaired. Otherwise, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss resulting from the excess of the reporting unit's carrying value over its fair value. The loss recognized cannot exceed the carrying amount of goodwill. Subsequent reversal of a previously recognized goodwill impairment loss is prohibited.

 

Intangible assets that have a finite useful life are amortized using the straight-line method over the shorter of their useful life or the term established by legislation.

 

Noncontrolling Interests

 

Noncontrolling interests in the net assets and net results of consolidated subsidiaries are shown under "Noncontrolling interests" and "Net income attributable to noncontrolling interests" in the accompanying consolidated balance sheets and statements of income and comprehensive income, respectively. Losses attributable to the Company and the noncontrolling interest in a subsidiary may exceed their interests in the subsidiary's equity. The excess, and any further losses attributable to the Company and the noncontrolling interest, are to be attributed to those interests. That is, the noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. The actual ruble-denominated balances attributable to noncontrolling interests may differ from these amounts presented in these consolidated financial statements.

 

Assets Held For Sale

 

The Company accounts its assets as held for sale in accordance to the provisions of FASB ASC 205-20, Discontinued operations. A long-lived asset (disposal group) to be sold is classified as held for sale in the period in which all of the held-for-sale criteria are met, and measured at the lower of its carrying amount or fair value less cost to sell. A long-lived asset is not depreciated (amortized) while it is classified as held for sale.

 

Cash and Cash Equivalents

 

Cash represents cash on hand and in the Company's bank accounts and interest bearing deposits which can be effectively withdrawn at any time without prior notice or 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.

 

Loans and Accounts Receivable

 

Loans and accounts receivable are stated at their principal amounts outstanding net of loan losses and allowances for doubtful debts. Specific allowances are recorded against trade receivables whose recovery or collection has been identified as doubtful. Estimates of allowances require the exercise of judgment and the use of assumptions.

 

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 financial statements is equal to the amount of diluted earnings per share.

 

Inventories

 

Inventories consisting primarily of crude oil, petroleum products and materials and supplies are written off at the average cost or the cost of each unit and are stated at the lower of weighted average cost of acquisition (production) or market value. Market value shall not exceed net realizable value (i.e. the price at which inventories can be sold after allowing for the cost of completion and sale), and shall not be lower than net realizable values less the amount of margin.

 

Financial Investments

 

All debt and equity securities held by the Company are classified into one of the following three categories: trading securities, available-for-sale securities, held-to-maturity securities.

 

Trading securities are purchased and held principally for the purpose of sale in the nearest future. Held-to-maturity securities represent financial instruments that the Company has both the intent and the ability to hold to maturity. All other securities, which do not fall into these two categories, are classified as available-for-sale securities.

 

Trading securities and available-for-sale securities are carried at fair (market) value. Held-to-maturity securities are stated at amortized cost. Unrealized gains or losses on trading securities are included in the consolidated statements of income and comprehensive income. Unrealized gains and losses on available-for-sale securities less related tax effects are recorded as a separate component of comprehensive income until the date of disposal.

 

Realized gains and losses from the sale of available-for-sale securities are reported separately for each type of security. Dividends and interest income are recognized in the consolidated statements of income and comprehensive income on an accrual basis.

 

Investments in shares or interests of companies where the Company has less than 20% equity interest and no significant influence, which are not publicly traded, and whose market value is not readily available, are carried at cost.

 

Repurchase and Resale Agreements

 

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

 

Oil and Gas Exploration and Development

 

In accordance with FASB ASC 932, Extractive Activities-Oil and Gas, oil and gas exploration and development costs are recognized under the successful efforts method. This method prescribes that exploration costs, including geological and geophysical costs and the costs of dry holes, are charged to expense when incurred.

 

Exploratory well costs (including costs associated with stratigraphic test wells) are temporarily capitalized pending determination of whether commercial oil and gas reserves have been discovered by the drilling effort. 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 and are reported in "Exploration expense".

 

Exploratory drilling costs are temporarily capitalized pending determination of whether the well has found proved reserves if both of the following conditions are met:

·; The well has found a sufficient quantity of reserves to justify, if appropriate, its completion as a producing well, assuming that the required capital expenditure is made; and

·; Satisfactory progress toward ultimate development of the reserves is being achieved, with the Company making sufficient progress assessing the reserves and the economic and operating viability of the project.

 

The Company evaluates the progress made on the basis of regular project reviews which take into account the following factors:

·; If additional exploratory drilling or other exploratory activities (such as seismic work or other significant studies) are either underway or firmly planned, the Company deems there to be satisfactory progress. For these purposes, exploratory activities are considered firmly planned only if they are included in the Company's three-year exploration plan/budget. At December 31, 2010 and 2009, exploratory drilling costs capitalized on this basis were not material.

·; In cases where exploratory activity has been completed, the evaluation of satisfactory progress takes into account indicators such as the fact that costs for development studies are incurred in the current period, or that governmental or other third-party authorizations are pending or that the availability of capacity on an existing transport or processing facility awaits confirmation. At December 31, 2010 and 2009, exploratory drilling costs capitalized on this basis were not material.

 

Should the project be deemed commercially viable, it is then transferred to the development stage, otherwise the costs are expensed.

 

Costs, including "internal" costs relating to drilling and equipping of development wells, including development dry holes, as well as costs required for drilling and equipping of injection wells in the process of oil and gas reserves development, are capitalized. These costs are included in exploration and production assets in the consolidated balance sheet.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at historical cost, net of accumulated depreciation. The cost of maintenance, repairs, and replacement of minor items of property is charged to operating expenses. Renewals and betterments of assets are capitalized.

 

Upon 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 the income statement.

 

Depreciation, Depletion and Amortization

 

Depletion expense of acquisition costs of proved oil and gas properties is calculated using the unit-of-production method based on total proved reserves. Depletion expense of other capitalized costs related to oil and gas production is calculated using the unit-of production method based on proved developed reserves. Management of the Company considers each extraction division as the appropriate level for these calculations.

 

Acquisition costs of unproved properties are not amortized. These costs are reclassified as proved properties when the relevant reserve reclassification is made. Acquisition costs of unproved properties are reviewed for impairment, and where impairment arises, these costs are expensed.

 

Depreciation and amortization charges with respect to property, plant and equipment other than oil and gas properties is computed using the straight-line method and based on their useful lives.

 

Depreciation rates are applied to similar types of buildings, machinery and equipment having similar economic characteristics, as shown below:

 

Asset Group

Average Useful Life

Buildings and constructions

30 - 45 years

Plant and machinery

5 - 25 years

Vehicles and other equipment

6 -10 years

Service vessels

20 years

Offshore drilling assets

20 years

 

Interests in Joint Operations

 

A joint operation is a contractual arrangement whereby two or more parties (participants) undertake an economic activity that is subject to joint control. Joint control is only exercised when strategic, financial and operating decisions relating to the joint activity are made unanimously by all the parties. A joint venture is a registered company, partnership or any other legal form for the purposes of handling joint operations.

 

Financial results, assets and liabilities arising from interests in incorporated joint ventures are recognized in these consolidated financial statements using the equity method of accounting. Under the equity method, investments in joint ventures are recognized at the cost of financial investments increased by any change to the share of net assets from the date of inception of a joint venture, less distributed earnings and impairment of financial investments. The consolidated statements of income and comprehensive income include the Company's share in gains and losses arising from joint ventures.

 

The Company discontinues the use of the equity method of accounting from the date on which it ceases to have joint control over, or have significant influence in, a jointly-controlled entity.

 

Undivided interests in unincorporated oil and gas joint ventures are consolidated on a proportionate basis.

 

A part of an interest in a jointly-controlled oil and gas exploration and production entity may be assigned to other participants or third parties. In which case, in accordance with FASB ASC 932, such assignment is performed and accounted for under an arrangement called a "carried interest" whereby the assignee agrees to carry all costs of drilling, developing, and operating the property. The assignee is also entitled to all of the revenue from hydrocarbon production from the property, excluding any third party interest, until all of the assignee's costs, including the contractual rate of return, have been recovered, at such time the assignor will resume its participation in operating expenses and income.

 

Impairment of Long-Lived Assets

 

Long-lived assets, including blocks with proved oil and gas reserves, are assessed for potential impairment in accordance with paragraphs 360-10-35-17 through 360-10-35-36 of FASB ASC 360, Property, Plant and Equipment.

 

Oil and gas properties are assessed whenever events or circumstances indicate potential impairment. If the carrying value of oil and gas properties is not recoverable through undiscounted cash flows, an impairment is recognized. The impairment is determined on the basis of the estimated fair value of oil and gas properties which, in turn, is measured by discounting future net cash flows or with reference to current market prices of oil and gas properties, if available. Discounted future cash flows from oil and gas fields are based on the most reliable management estimates of future prices that rely on recent actual prices and published prices for forward transactions; such prices are applied to forecast production volumes at particular fields with further discounting for the expected risk level.

 

Forecast production volumes shall be understood as reserves, including probable reserves that are proposed to be extracted using a known amount of capital expenditures. Production volumes and prices correspond to the internal plans and forecasts, as well as other data in the published financial statements. Assumptions regarding future prices and costs used to assess oil and gas properties for impairment differ from those used in the standard procedure for discounting net cash flows from proved oil and gas reserves.

 

Individual assets are grouped for impairment purposes at the lowest level of identifiable cash flows that are largely independent of the cash flows from other groups of assets - generally on a field-by-field basis for exploration and production assets, for refining assets - at the entire refining unit, for service stations - at the site level. Long-lived assets intended by management for use during a period not exceeding one year are recorded at the lower of depreciated value or fair value, less selling expenses.

 

Acquisition costs of unproved oil and gas properties are assessed for impairment on a regular basis and any estimated impairment is charged to expenses.

 

Impairment of Investments

 

If the decline in fair value of an investment below its carrying value is other than temporary, the carrying value of the investment is reduced and a loss in the amount of any such decline is recorded. Cost method investments are evaluated for impairment when events or changes in circumstances occur which may have a significant effect on the fair value of these investments. Fair value determination is based on quoted market prices, if available, or on the present value of expected cash flows using discount rates commensurate with the risks of the investment.

 

Capitalized Interest

 

Interest expense related to the use of borrowed funds used for capital construction projects and acquisition of properties, plant and equipment is capitalized provided that such 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. The Company capitalized US$ 347 million, US$ 354 million and US$ 279 million of interest expenses on loans and borrowings in 2010, 2009 and 2008, respectively.

 

Leasing Agreements

 

Capital leases, which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception 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 interest charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liabilities. Interest charges are charged directly to the consolidated statements of income and comprehensive income.

 

Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term unless leased assets are capitalized because the terms of the lease agreement grant the Company ownership rights over the leased assets by the end of the lease term or contain a bargain purchase option. In the latter cases capitalized assets are depreciated over the estimated useful life of the asset regardless of the lease term.

 

Leases where the lessor retains substantially all the risks and benefits of ownership of the assets are classified as operating leases. Operating lease payments are recognized as an expense in the consolidated statements of income and comprehensive income on a straight-line basis over the lease term.

 

Asset Retirement Obligations

 

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

 

Exploration and Production - the Company's exploration, development and production activities involve the use of the following assets: wells, related equipment and operating sites, oil gathering and treatment facilities, tank farms and in-field pipelines. Generally, licences 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 licence requirements, as well as actual dismantling and other related costs. Asset retirement obligations are calculated in accordance with the provisions of FASB ASC 410-20, Asset Retirement Obligations.

 

Refining, Marketing and Distribution - this business segment covers refining operations, marine and other distribution terminals, and retail sales. The Company's refining operations consist of major petrochemical operations and industrial complexes. These industrial complexes have been in operation for several decades. The Company's management believes that given the nature of the operations, the useful lives of these industrial complexes are indeterminable, while certain of their operating components and equipment have definite useful lives. Legal or contractual asset retirement obligations related to petrochemical, oil refining, marketing 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 useful lives of such assets are not determinable.

 

FASB ASC 410-20 calls for measurements of asset retirement obligations to include, as a component of expected costs, an estimate of the price that a third party would demand, and could expect to receive, for bearing the uncertainties and unforeseeable circumstances inherent in the obligations, sometimes referred to as a market-risk premium. To date, the oil and gas industry has few examples of credit-worthy third parties which are willing to assume this type of risk, for a determinable price, on major oil and gas production facilities and pipelines. Therefore, because determining such a market-risk premium would be an arbitrary process, it has been excluded from the FASB ASC 410-20.

 

Because of the reasons described above the fair value of an asset retirement obligation 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.

 

Fair Value of Financial Instruments

 

FASB ASC 825, Financial Instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

 

Financial assets and financial liabilities recognized in the accompanying consolidated balance sheets include cash and cash equivalents, short-term and long-term investments, accounts receivable and payable, short-term and long-term debt and other current and non-current assets and liabilities.

 

The Company, using available market information, management's estimates and appropriate valuation methodologies, has determined the approximate fair values of financial instruments.

 

Income Taxes

 

Russian legislation does not contain the concept of a "consolidated tax payer" and, accordingly, the Company is not subject to Russian taxation on a consolidated basis but rather on an individual company basis. Income taxes are provided on taxable profit as determined under the Russian Federation Tax Code. Deferred income tax assets and liabilities are recognized in the accompanying consolidated financial statements in the amount determined by the Company using the liability method in accordance with FASB ASC 740, Income Taxes. This method takes into account future tax consequences, based on the effective tax rate, associated with differences between the carrying values of assets and liabilities and their taxable base, which gives immediate income statement effect to changes in income tax laws, including changes in the tax rates. A valuation allowance for a deferred tax asset is recorded when management believes that it is more likely than not that this tax asset will not be realized.

 

The Company accounts for uncertain tax positions and reflects liabilities for unrecognized income tax benefits together with corresponding interest and penalties in the consolidated statement of income and comprehensive income as income tax expense.

 

Derivative Instruments

 

All derivative instruments are recorded on the consolidated balance sheets at fair value in either other current assets, other non-current assets, other current liabilities or other non-current liabilities. Recognition and classification of a gain or loss that results from recognition 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 FASB ASC 815, Derivatives and Hedging, are recognized immediately in the consolidated statement of income and comprehensive income.

 

Recognition of Revenues

 

Revenues are recognized when title passes from the seller to the customer, 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 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. Revenues include excise taxes and customs duties (see Note 17).

 

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.

 

Transportation Expenses

 

Transportation expenses recognized in the consolidated statements of income and comprehensive income represent all expenses incurred in the transportation of crude oil and petroleum products via the Transneft pipeline network, as well as by railway and other transport means. Transportation expenses also include all other shipping and handling 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

 

Environmental expenditures are expensed or capitalized, depending upon their future economic benefit. 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 on an undiscounted basis unless the aggregate amount of the obligation and the amount and timing of the cash payments are fixed or reliably determinable.

 

Guarantees

 

The fair value of a guarantee is determined and recorded as a liability at the time when the guarantee is issued. The initial guarantee amount is subsequently remeasured to reflect the changes in the underlying liability. The expense is included in the related line items of the consolidated statements of income and comprehensive income, based on the nature of the guarantee. When the likelihood of performing on a guarantee becomes probable, a liability is accrued, provided it is reasonably determinable on the basis of the facts and circumstances at that time.

 

Comprehensive Income

 

The Company applies FASB ASC 220, Comprehensive Income, which establishes standards for the calculation and reporting of the Company's comprehensive income (net income plus all other changes in net assets from non-owner sources) and its components in consolidated financial statements.

 

During 2010, 2009 and 2008, the Company recorded other accumulated comprehensive income (net of tax) in the amount of US$ 2 million, income (net of tax) in the amount of US$ 18 million, and loss (net of tax) in the amount of US$ 40 million, respectively, which represent an unrealized financial result from the revaluation of available-for-sale investments.

 

Accounting for Buy/Sell Contracts

 

Paragraphs 845-10-15-5 through 845-10-15-9 of FASB ASC 845, Nonmonetary Transactions, require that two or more legally separate exchange transactions with the same counterparty, including buy/sell transactions, should be combined and considered as a single arrangement, when the transactions are entered into "in contemplation" of one another.

 

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 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

 

Excise taxes are reported gross within sales and other operating revenues and taxes other than income taxes in the consolidated statements of income and comprehensive income, while value-added tax is recorded net in taxes other than income tax liabilities in the consolidated balance sheets.

 

Changes in Accounting Policies

 

In August 2009, the FASB issued ASU 2009‑05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASU 2009‑05") that amends Subtopic 820-10, Fair value measurements and disclosures, Overall of Topic 820, of the FASB Codification. ASU 2009‑05 provides clarification that in circumstances in which a quoted price in active market is not available, a reporting entity is required to use one or more of the following valuation techniques: valuation based on quoted price of identical liability when traded as an asset; quoted prices of similar liabilities or similar liabilities when traded as an assets, or any other technique consistent with the principles of Topic 820, such as present value technique. ASU 2009‑05 also clarifies that a reporting entity is not required to include a separate input to existence of restriction that prevents the transfer of the liability. ASU 2009‑05 is effective for the first reporting period (including interim periods) beginning after issuance. Early application is permitted if financial statements for prior period have not been issued. The Company adopted ASU 2009-05 from January 1, 2010. Adoption of ASU 2009-05 did not have a material impact on the Company's consolidated financial position and results of operations.

 

Changes in Accounting Policies (continued)

 

In January 2010, the FASB issued ASU 2010‑06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements ("ASU 2010‑06") that amends Topic 820, Fair Value Measurements and Disclosures, of the FASB Codification. ASU 2010‑06 requires separate disclosure of significant transfers between Level 1 and Level 2 fair value measurement inputs and a description of the reasons for the transfers. Entity is also required to present separately information about purchases, issuance, and settlements in the reconciliation for fair value measurements using Level 3 inputs. ASU 2010‑06 amends existing disclosure requirements in regards of level of disaggregation and inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about activity in Level 3 fair value measurements that are effective for interim and annual periods beginning after December 15, 2010. The Company adopted ASU 2010-06 from January 1, 2010, except for the disclosures about activity in Level 3 fair value measurements that will be adopted from January 1, 2011. Adoption of ASU 2010-06 did not have a material impact on the Company's consolidated financial position and results of operations.

 

In March 2010, the FASB issued ASU 2010‑11, Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives ("ASU 2010‑11") that amends Topic 815, Derivatives and Hedging, of the FASB Codification. ASU 2010‑11 clarifies that scope exception for embedded credit derivative features relates to the transfer of credit risk in the form of subordination of one financial instrument to another. ASU 2010-11 is effective at the beginning of the first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each first fiscal quarter beginning after issuance of ASU 2010‑11. The Company adopted ASU 2010-11 from July 1, 2010. Adoption of ASU 2010-11 did not havea material impact on the Company's consolidated financial position and results of operations.

 

Recent Accounting Standards

 

In July 2010, the FASB issued ASU 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses ("ASU 2010‑20") that amends Topic 310, Receivables, of the FASB Codification. ASU 2010-20 amends existing disclosures and requires the entity to provide additional disclosures to facilitate financial statement users' evaluation of the following: 1) the nature of credit risk inherent in the entity's portfolio of financing receivables; 2) how that risk is analyzed and assessed in arriving at the allowance for credit losses; 3) the changes and reasons for those changes in the allowance for credit losses. ASU 2010-20 also introduces a new terminology, in particular, the term financial receivables. For public entities, the disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. Issued in January 2011 ASU 2011-01 deferred effective date for other disclosure requirement. The Company has adopted ASU 2010-20 effective requirements from December 31, 2010. Adoption of ASU 2010-20 didn't have a material impact on the Company's consolidated financial position and results of operations.

 

In December 2010, The FASB issued ASU 2010-28, Intangibles-Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (ASU 2010‑28) that amends Topic 350, Intangibles-Goodwill and Other, of the FASB codification. For the reporting units with zero or negative carrying value, an entity is required to perform the goodwill impairment test if it is more likely than not that a goodwill impairment exists. An entity should consider any adverse qualitative factors indicating that an impairment may exist. ASU 2010‑28 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The Company will adopt ASU 2010-28 from January 1, 2011. The Company does not expect ASU 2010-28 to have a material impact on the Company's consolidated financial position and results of operations.

 

In December 2010, The FASB issued ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (ASU 2010‑29) that amends Topic 805, Business Combinations, of the FASB codification. ASU 2010-29 specifies that an entity should disclose revenue and earnings of the combined entity in comparative period as though the business combination had occurred as of the beginning of the comparable prior annual reporting period. ASU 2010-29 also expands the supplemental pro forma disclosures. ASU 2010-29 is effective prospectively for business combinations occurred on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company will adopt ASU 2010-29 for business combinations occurred on or after January 1, 2011. The Company does not expect ASU 2010-29 to have a material impact on the Company's consolidated financial position and results of operations.

 

3. Cash and Cash Equivalents

 

Cash and cash equivalents as of December 31 comprise the following:

 

2010

2009

Cash on hand and at bank accounts in RUB

671

624

Cash on hand and at bank accounts in foreign currencies

843

748

Deposits

2,625

612

Other

15

13

Total cash and cash equivalents

4,154

1,997

 

Restricted cash as of December 31 comprises the following:

 

2010

2009

Obligatory reserve with the CBR

21

15

Other restricted cash

9

5

Total restricted cash

30

20

 

The obligatory reserve with the CBR represents the amount deposited by the Company's subsidiary bank, VBRR, with the CBR for securing the current operating activity of the bank. Credit institutions are required to maintain a non-interest earning cash deposit (obligatory reserve) with the CBR, which amount depends on the level of funds raised by the credit institution and this amount has certain restrictions for use.

 

Cash accounts denominated in foreign currencies are primarily in US$.

 

Deposits are interest bearing and denominated primarily in RUB.

 

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. Banking relationships are primarily with Russian subsidiaries of international banking institutions and certain large Russian banks.

 

4. Short-Term Investments

 

Short-term investments as of December 31 comprise the following:

 

2010

2009

Short-term loans granted

1

1

Loans to related parties

70

12

Reverse repurchase agreements

403

22

Structured deposits (Note 24)

3,791

507

Promissory notes held-to-maturity

-

81

Trading securities

Promissory notes

-

38

State and corporate bonds

727

449

Other

2

4

Available-for-sale securities

487

210

Bank deposits

1,333

1,184

Total short-term investments

6,814

2,508

 

Reverse repurchase agreements are collateralized by trading securities at fair value as of December 31, 2010 in the amount of US$ 403 million (US$ 22 million as of December 31, 2009).

 

As of December 31, 2010, structured deposits are denominated in US$ and have interest rates ranging from 6.22% to 7.2%. As of December 31, 2009, structured deposit are denominated in US$ and have interest rates of 7.75%.

 

As of December 31, 2010, trading securities include state and municipal bonds with nominal interest rates ranging from 5.14% to 18.1% and maturities ranging from April 2011 to February 2036, corporate bonds issued by large Russian corporations with maturities ranging from February 2011 to June 2020 and interest rates ranging from 5.8% to 19.0% and bonds issued by CBR with weighted average effective interest rate of 3.52% and with maturities ranging from February 2011 to March 2011. As of December 31, 2009, trading securities include state and municipal bonds with nominal interest rates ranging from 6.9% to 18.0% and maturities ranging from March 2010 to February 2036, corporate bonds issued by large Russian corporations with maturities ranging from June 2010 to December 2016 and interest rates ranging from 7.9% to 19.0%, and nominally interest-free promissory notes with effective interest rates from 9.5% to 15.9%, and with maturities ranging from February 2010 to January 2011.

 

As of December 31, 2010, available-for-sale securities include state and municipal bonds, corporate bonds and corporate promissory notes. State bonds represent federal loan bonds issued by the Ministry of Finance of the Russian Federation with maturities ranging from January 2011 to May 2015 and nominal interest rates ranging from 4.59% to 6.85%. Municipal bonds represent bonds with nominal interest rates ranging from 8.75% to 18.0% and maturities ranging from March 2012 to December 2014. The corporate bonds represent bonds issued by large Russian corporations with maturities ranging from March 2011 to July 2020 with interest rates ranging from 6.75% to 18.0%. The corporate bonds in the amount of US$ 31 million were pledged under repurchase agreements (see Note 14). Corporate promissory notes represent promissory notes with nominal interest rates ranging from 4.25% to 4.5% with maturities ranging from December 2012 to December 2013 and nominally interest-free promissory notes with weighted average effective interest rate of 3.0% with maturity in June 2015. Amortized cost bases of available-for-sale securities approximate their fair values. As of December 31, 2009, available-for-sale securities include state and corporate bonds. State bonds represent federal loan bonds issued by the Ministry of Finance of the Russian Federation with maturities ranging from July 2010 to August 2025 and nominal interest rates ranging from 6.1% to 10.0% and bonds issued by CBR with weighted average effective interest rate of 7.25% and with maturities ranging from March to June 2010. The corporate bonds represent bonds issued by large Russian corporations, maturing in July 2016 with an interest rate of 7.68%.

 

As of December 31, 2010, bank deposits are primarily denominated in US$ and have interest rates ranging from 4.7% to 8.0%. As of December 31, 2009, the bank deposits denominated in RUB have interest rates ranging from 10.5% to 10.6% and the bank deposits denominated in USD have interest rates ranging from 6.5% to 7.0%.

 

5. Accounts Receivable, net

 

Accounts receivable as of December 31 comprise the following:

 

2010

2009

Trade receivables

4,077

2,958

Value-added tax and excise receivable (Note 22)

2,126

2,269

Other taxes

283

211

Banking loans to customers

789

753

Acquired receivables

3

30

Other

372

328

Less: allowance for doubtful accounts

(138)

(91)

Total accounts receivable, net

7,512

6,458

 

The Company's trade accounts receivable are denominated primarily in US$. Credit risk is managed through the use of letters of credit. Credit risk in domestic sales of petroleum products is managed through the use of bank guarantees for receivables repayment.

 

6. Inventories

 

Inventories as of December 31 comprise the following:

 

2010

2009

Materials and supplies

451

492

Crude oil and gas

595

502

Petroleum products and petrochemicals

1,065

892

Total inventories

2,111

1,886

 

Materials and supplies mostly include spare parts. Petroleum products and petrochemicals include those designated for sale as well as for own use.

 

7. Prepayments and Other Current Assets

 

Prepayments and other current assets as of December 31 comprise the following:

2010

2009

Prepayments to suppliers

665

705

Prepaid customs duties

1,315

1,334

Insurance prepayments

6

12

Derivatives (Note 24)

77

3

Other

93

72

Total prepayments and other current assets

2,156

2,126

 

Prepaid customs duties primarily represent export duties related to the export of crude oil and petroleum products (see Note 17).

8. Long-Term Investments

 

Long-term investments as of December 31 comprise the following:

 

2010

2009

Equity method investments

OJSC Tomskneft VNK

1,334

1,488

Polar Lights Company LLC

70

84

JV Rosneft-Shell Caspian Ventures Ltd.

19

16

OJSC Verkhnechonskneftegaz

277

234

CJSC Vlakra

110

110

Investments in power and utilities companies

190

272

Other

174

66

Total equity method investments

2,174

2,270

Available-for-sale securities

OJSC TGK-11

-

20

Long-term promissory notes

-

4

Other securities in Company's banks

17

14

Bank deposits - US$ denominated

-

833

Held-to-maturity securities

Russian government bonds

49

36

Long-term loans to equity investees

679

550

Cost method investments

17

17

Total long-term investments

2,936

3,744

 

US$ denominated deposits placed in June 2009 in a state controlled bank for two years were reclassified to short-term investments in accordance with their maturities during the second quarter (see Note 4).

 

Long-term loans to equity investees generally have contractual maturities from 3 to 8 years and primarily include loans to OJSC Verkhnechonskneftegaz. The amount also includes a loan in the amount of US$ 116 million provided by the Company in April 2010 to National Oil Consortium ("NOC"). The Company's share in NOC is 20%. NOC is involved in geological exploration of the block Junin-6 in Venezuela.

 

Equity share in profits/(loss) of material investments recorded using the equity method:

 

Participation interest(percentage) as of December 31, 2010

Share in income/(loss)of equity investees

2010

2009

2008

Polar Lights Company LLC

50.00

16

26

36

OJSC Verkhnechonskneftegaz

25.94

43

5

(17)

JV Rosneft-Shell Caspian Ventures Ltd.

51.00

3

2

3

OJSC Kubanenergo

26.26

(45)

-

-

OJSC Tomskneft VNK

50.00

38

147

56

West Kamchatka Holding B.W.

60.00

-

-

(51)

Other

various

5

(68)

(34)

Total equity share in profits/(loss)

60

112

(7)

 

OJSC Tomskneft VNK

 

OJSC Tomskneft VNK is a joint venture engaged in crude oil exploration and production in Western Siberia. The Shareholder Agreement provides that key decisions regarding the business operations of OJSC Tomskneft VNK shall be subject to unanimous approval by both participants and none of the participants has a preferential voting right. The investment in OJSC Tomskneft VNK includes goodwill of US$ 368 million.

 

Polar Lights Company LLC ("PLC")

 

PLC is a limited liability company owned 50% by Conoco Phillips Timan-Pechora Inc., and 50% by the Company. PLC is primarily engaged in the development of the Ardalin and satellite fields in the Timan-Pechora Basin located 125 kilometers to the South of the Barents Sea above the Arctic Circle. Development of the Ardalin field commenced in late 1992 and the first oil was produced in 1994.

 

During 2008 the Company reviewed whether decline in value of its investment in PLC was other than temporary according to FASB ASC 323, Investments-Equity Method and Joint Ventures. To measure the fair value of the investment the Company used a discounted cash flow model. The fair value of the Company's share in PLC was less than its carrying value. The Company concluded that an other than temporary decline in value of the investment existed and recognized impairment loss in the amount of US$ 58.3 million. No further impairment was identified in 2009 and 2010.

 

JV Rosneft-Shell Caspian Ventures Ltd.

 

JV Rosneft-Shell Caspian Ventures Ltd. ("JV") is a joint venture in which the Company holds 51% interest. The Articles of Incorporation of this joint venture stipulate, however, that key decisions regarding its business shall be subject to unanimous approval by both participants and none of the participants has a preferential voting right.

 

On December 6, 1996, the Company and the JV, signed an agreement with eight oil and gas companies and government agencies of the Russian Federation and the Republic of Kazakhstan for the establishment of Caspian Pipeline Consortium ("CPC"). The purpose of the consortium is to design, finance, construct and operate a pipeline from the oil fields located in Western Kazakhstan through Russia to the port of Novorossiysk. The interest of the JV in the CPC is 7.5%. In October 2001, the CPC pipeline commenced operation.

 

OJSC Verkhnechonskneftegaz

 

OJSC Verkhnechonskneftegaz holds the licence for the development of the Verkhnechonskoye oil and gas condensate deposit, which is the largest oil deposit in the Irkutsk region.

 

In the third quarter of 2008, commercial production began at the Verkhnechonskoye oil field. OJSC Verkhnechonskneftegaz is financed through long-term loans provided by the Company and other participants pro rata to their corresponding shareholdings.

 

CJSC Vlakra

 

CJSC Vlakra has the right to use a land plot and office premises located in Moscow.

 

Investments in Power and Utilities Companies

 

Investments in power and utilities companies primarily comprise investments in shares of electric power generation, transmission, distribution and maintenance companies located in the Tomsk region and in the south of Russia.

 

The Company acquired interests in OJSC Tomskenergo and OJSC Kubanenergo through the auctions for the sale of the assets of Yukos Oil Company that were held in May and July 2007. In 2007, OJSC Tomskenergo was merged into OJSC TGK-11. Following the conversion of OJSC Tomskenergo's shares as a result of the above merger, the Company's interest in the share capital of OJSC TGK-11 amounted to 5.28%. In July 2008, an arbitrazh court ruled in favor of the Company to nullify reorganization and the conversion of OJSC Tomskenergo's shares. In July 2009, the arbitrazh court approved amicable agreement of transferring OJSC TGK-11's additional shares to the Company as compensation of losses from shares conversion. In September 2009, the Company received additional shares of OJSC TGK-11, increasing its share in OJSC TGK-11's total equity to 6.77%. As of December 31, 2010 and 2009 this investment was accounted for as an available-for-sale security.

 

In October 2009, the Company exercised its right of first refusal and acquired additional shares issued by OJSC Kubanenergo for RUB 1,972 million (US$ 68 million at the CBR official exchange rate as of date of acquisition). The acquisition did not change the Company's interest.

 

Assets Held For Sale

 

In December 2010, the Company signed an agreement of intent to exchange its interest in a number of equity investees and one subsidiary for noncontrolling interest in a major power and utilities holding company. Transaction is scheduled for completion in the first half of 2011.

 

The major classes of assets and liabilities included as part of a disposal group are the following:

 

As of December 31, 2010

Current assets

55

Equity investments

30

Other non-current assets

7

Total assets

92

Current liabilities

37

Total liabilities

37

 

The Company measured a disposal group at the lower of its carrying amount or fair value less cost to sell and recognized US$ 31 million impairment loss in the consolidated statement of income and comprehensive income.

 

The disposal group relates to All other category in Segment Information (Note 23).

 

9. Property, Plant and Equipment, net

 

Cost

Accumulated depreciation

Net carrying amount

December 31, 2010

December 31, 2009

December 31, 2010

December 31, 2009

December 31, 2010

December 31, 2009

Exploration and production

66,991

60,474

(18,784)

(14,429)

48,207

46,045

Refining, marketing and distribution

15,344

13,646

(4,562)

(3,915)

10,782

9,731

Other activities

3,026

2,549

(825)

(621)

2,201

1,928

Total property, plantand equipment

85,361

76,669

(24,171)

(18,965)

61,190

57,704

 

Exploration and production assets include costs to acquire unproved properties in the amount of US$ 4,104 million as of December 31, 2010, and US$ 4,131 million as of December 31, 2009. The Company plans to explore and develop the respective properties. The Company's management believes these costs are recoverable.

 

The Company used reserve data (see supplementary oil and gas disclosure) to calculate depreciation, depletion and amortization relating to oil and gas properties for 2010 and 2009 and for the assessment of impairment of oil and gas assets.

 

As described in the "Depreciation, Depletion and Amortization" section of Note 2, the Company calculates depletion using the unit-of-production method over proved or proved developed oil and gas reserves depending on the nature of the costs involved. The proved or proved developed reserves used in the unit of production method assume the extension of the Company's production licences beyond their current expiration dates until the end of the economic lives of the fields as discussed below in further detail.

 

The Company's oil and gas fields are located principally in the territory of the Russian Federation. The Company obtains licences from the governmental authorities to explore and produce oil and gas from these fields. The Company's existing production licences generally expire during the period 2011 to 2051. Expiration dates of licences for the most significant fields are between 2013 and 2051, and the licence for the largest field, Priobskoye, expires in 2044. The economic lives of the major licenced fields extend significantly beyond these dates. Under Russian law, the Company is entitled to renew the licences to the end of the economic lives of the fields, provided certain conditions are met. In fact, the Subsurface Resources Administrator (Rosnedra) extends licences for a period of up to 25 years regardless of the expected life of a field. Article 10 of the Law "On Subsurface Resources" provides that a licence to use a field "shall be" extended at its scheduled termination at the initiative of the subsoil user if necessary to finish production of the field, provided that there are no violations of the conditions of the licence.

 

The legislative history of Article 10 indicates that the term "shall" replaced the term "may" in August 2004, clarifying that the subsoil user has an absolute right to extend the licence term so long as it has not violated the conditions of the licence. In 2007 - 2010, the Company extended 80 of its main production licences for a period of up to 25 years based on the expected life of each field. The Company's current production plans are based on the assumption, which management considers to be reasonably certain, that the Company will be able to extend all other existing licences. These plans have been designed on the basis that the Company will be producing crude oil through the economic lives of the fields and not with a view to exploiting the Company's reserves to maximum effect only through the licence expiration dates.

 

Accordingly, management has included in proved reserves in the supplementary information on oil and gas exploration and production activities of the consolidated financial statements as of and for the year ended December 31, 2010 all reserves that otherwise meet the standards for being characterized as "proved" and that the Company estimates it can produce through the economic lives of Company's licensed fields.

 

Proved reserves should generally be limited to those that can be produced through the licence expiration date unless there is a long and clear track record which supports the conclusion that extension of the licence will be granted as a matter of course. The Company believes that extension of the licences will occur as a matter of course as fully described above.

 

Sakhalin-1

 

The Company's primary investment in production sharing agreements ("PSA") is through the Sakhalin-1 project ("PSA 1"), which is operated by ExxonMobil, one of the PSA participants. The Company has a 20% interest in this unincorporated joint venture.

 

Cash Flow Details

 

Capital expenditures in the consolidated statements of cash flows comprise the following:

 

2010

2009

2008

Acquisition and construction of property, plant and equipment

8,918

7,252

8,154

Construction materials

13

-

578

Total capital expenditures

8,931

7,252

8,732

 

10. Leased Property, Plant and Equipment, net

 

The following is the analysis of property, plant and equipment under capital leases as of December 31, included within "Property, plant and equipment, net" (Note 9):

 

2010

2009

Oil and gas properties

27

32

Less: accumulated depletion

(6)

(7)

Oil and gas properties, net

21

25

Other property, plant and equipment

Buildings and constructions

-

1

Plant and machinery

17

19

Vehicles

181

184

Total

198

204

Less: accumulated depreciation

(85)

(59)

Property, plant and equipment, net

113

145

Total net book value of leased property

134

170

 

Below is the analysis of the repayment of capital lease obligations as of December 31:

 

2010

2011

34

2012

24

2013

18

2014

14

2015 and after

109

Imputed interest

(80)

Present value of capital lease payments

119

 

The charge to income resulting from amortization of leased property, plant and equipment is included with "Depreciation, depletion and amortization" in consolidated statements of income and comprehensive income for 2010, 2009 and 2008 in the amount of US$ 39 million, US$ 26 million and US$ 46 million, respectively.

 

Operating Lease

 

The total amount of operating lease expenses was as follows:

 

 

2010

2009

2008

Total lease expenses

233

240

210

Total sublease revenues

1

2

5

 

11. Goodwill and Intangible Assets

 

As of December 31, 2010 and 2009, goodwill represents the excess of the purchase price of additional shares and interests in various entities in the refining, marketing and distribution segment and the exploration and production segment in the amounts of US$ 3,793 million and US$ 714 million, respectively, over the fair value of the corresponding acquired share in net assets.

 

In accordance with FASB ASC 350, Intangibles-Goodwill and Other, the Company performed its annual impairment test of goodwill as of October 1, 2010. Consistent with prior years, the review for impairment was carried out during the beginning of the fourth quarter of 2010 using data that was appropriate at that time. As a result of this annual test, no impairment of goodwill was identified.

 

Goodwill acquired through business combinations has been allocated to the reporting units being its operating segments - the exploration and production segment and refining, marketing and distribution segment. In assessing whether goodwill has been impaired, the carrying amount of the reporting unit (including goodwill) was compared with the estimated fair value of the reporting unit.

 

The Company estimated fair value of the reporting units using a discounted cash flow model. The future cash flows were adjusted for risks specific to the asset and discounted using a discount rate, which represented the Company's post-tax weighted average cost of capital.

 

The Company's business plan, approved by the Company's Board of Directors, is the primary source of information for the determination of the reporting units' fair values. They contain implicit forecasts for oil and natural gas production, refinery throughputs, sales volumes for 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, refined product margins and cost inflation rates, are set in the business plan. These assumptions take account of existing prices, US$ and RUB inflation rates, other macroeconomic factors and historical trends and variability.

 

In determining the fair value for each of the reporting units, cash flows for a period of 12 years have been discounted and aggregated with the reporting unit's terminal value.

 

For the purposes of impairment testing, the Company's Urals oil price assumptions were based on the forecasted quoted market prices.

 

Intangible assets comprise the following:

 

Cost

Accumulated amortization

Net carrying amount

December 31, 2010

December 31, 2009

December 31, 2010

December 31, 2009

December 31, 2010

December 31, 2009

Land leasehold rights

718

718

(125)

(89)

593

629

Rights to use trade- marks "Sochi 2014"

172

172

(47)

(16)

125

156

Other

61

34

(12)

(8)

49

26

Total intangible assets

951

924

(184)

(113)

767

811

 

Land leasehold rights were purchased with the assets of the companies acquired during 2007 and are amortized on a straight line basis over an estimated average useful life of 20 years.

 

Rights to use trademarks "Sochi 2014" were acquired in the third quarter of 2009. The cost of these rights is amortized on a straight line basis over an estimated useful life of 5.5 years, which is the period the Company expects to benefit from these assets.

 

The charge to income resulting from amortization of intangible assets is included with "Depreciation, depletion and amortization" in consolidated statements of income and comprehensive income for 2010, 2009 and 2008 in the amount of US$ 81 million, US$ 61 million and US$ 59 million, respectively.

 

The following represents the estimated aggregate amortization expense for each of the five succeeding fiscal years for intangible assets subject to amortization:

 

2011

81

2012

81

2013

81

2014

74

2015

36

Total amortization expense for the five succeeding years

353

 

12. Other Non-Current Assets

 

Other non-current assets as of December 31 comprise the following:

 

2010

2009

Advance payment in favour of Factorias Vulcano S.A.

-

90

Advances paid for capital construction

752

553

Debt issue costs

60

75

Prepaid insurance

17

11

Long-term receivables (Note 22)

13

22

Other

115

95

Total other non-current assets

957

846

 

13. Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities as of December 31 comprise the following:

 

2010

2009

Trade accounts payable

1,457

1,570

Salary and other benefits payable

442

436

Advances received

601

455

Dividends payable

10

3

Banking customer accounts

1,067

822

Accrued expenses

163

260

Other

121

151

Total accounts payable and accrued liabilities

3,861

3,697

 

The Company's accounts payable are denominated primarily in RUB.

 

14. Short-Term Loans and Long-Term Debt

 

Short-term loans and borrowings as of December 31 comprise the following:

 

 

2010

2009

Customer deposits - foreign currencies

86

154

Customer deposits - RUB denominated

271

277

Promissory notes payable

84

81

Promissory notes payable - Yukos related

1,312

1,424

Borrowings - RUB denominated - Yukos related

269

672

Repurchase agreements

27

-

Other borrowings

286

368

 

2,335

2,976

Current portion of long-term debt

3,163

4,862

Total short-term loans and borrowings and current portion of long-term debt

5,498

7,838

 

Customer deposits represent fixed-term deposits placed by customers with the Company's subsidiary banks, denominated in RUB and foreign currencies. Customer deposits denominated in RUB bear an interest rate ranging from 0.5% to 15.75% and those denominated in foreign currencies bear an interest ranging from 0.3% to 11.6%.

 

As of December 31, 2010, weighted average interest rate on promissory notes was 5.06%. The promissory notes are recorded at amortized cost.

 

Promissory notes payable - Yukos related represent financing originally received from the entities that were related to Yukos Oil Company on the debt issue date. The promissory notes are primarily payable on demand and bear interest ranging from 0% to 18%. The promissory notes are recorded at amortized cost.

 

RUB denominated borrowings - Yukos related primarily include borrowings provided by Yukos Capital S.a.r.l., which bear interest of 9% and matured at the end of 2007. The Company partially repaid these liabilities following the court order (see Note 22).

 

In 2010, the Company received cash under the repurchase agreements and recorded these transactions as secured financing. As of December 31, 2010 the amounts owed under these repurchase agreements were RUB 825 million (US$ 27 million at the CBR official exchange rate as of December 31, 2010) and were secured by the corporate bonds owned by the Company with the fair value of US$ 31 million (see Note 4).

 

During 2010, the Company wrote off unclaimed promissory notes where statute of limitations expired and recognized gain in the amount of US$ 178 million in the consolidated statement of income and comprehensive income within other expenses, net.

 

Long-term debt as of December 31 comprises the following:

 

2010

2009

Bank loans - foreign currencies

20,716

18,767

Bank loans raised for funding the acquisition ofOJSC Yuganskneftegaz - US$ denominated

110

1,415

Customer deposits - foreign currencies

44

55

Customer deposits - RUB denominated

277

208

Promissory notes payable

69

60

Promissory notes payable - Yukos related

-

1

Other borrowings

4

25

21,220

20,531

Current portion of long-term debt

(3,163)

(4,862)

Total long-term debt

18,057

15,669

 

The interest rates on the Company's long-term bank loans denominated in foreign currencies range from LIBOR plus 0.58% to LIBOR plus 3.25%. These bank loans are primarily secured by contracts for the export of crude oil.

 

As of December 31, 2010, the bank loans raised for funding the acquisition of OJSC Yuganskneftegaz represent a long-term loan obtained through a government-owned bank at a rate of LIBOR plus 0.7% repayable in equal monthly installments. It is scheduled to be fully repaid in 2011. This loan is secured by the Company's receivables under a long-term export contract for the supply of crude oil (see Note 22).

 

Customer deposits represent fixed-term deposits placed by customers with the Company's subsidiary banks, denominated in RUB and foreign currencies. The RUB-denominated deposits bear interest ranging from 1.0% to 16.25%. Deposits denominated in foreign currencies bear interest of 0.75% to 14.5%.

 

As of December 31, 2010, weighted average interest rate on promissory notes payable was 12.53%. The promissory notes are recorded at amortized cost.

 

Generally, long-term loans are secured by oil export contracts. Usually, under the terms of such contracts, the lender is provided with an express right of claim for contractual revenue which must be remitted directly to transit currency (US$ denominated) accounts with those banks, should the Company fail to make timely debt repayments.

 

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

 

As a result of the net assets acquired and debt incurred as part of the Company's acquisition of OJSC Yuganskneftegaz in December 2004, the Company was not in compliance with various financial and other covenants of existing loan agreements as of December 31, 2004. Subsequently the Company obtained creditors' waivers with respect to events of default related to the claims of the Yukos Capital S.a.r.l. litigation (see Note 22) and restructured all tax liabilities of a former OJSC Yuganskneftegaz (see Note 20). As a result, the Company is in compliance with all restrictive financial and other covenants contained within its loan agreements as of December 31, 2010 and 2009. The creditors' waivers were granted up to the expiry dates of the respective long-term debt.

 

The scheduled aggregate maturity of long-term debt outstanding as of December 31, 2010 is as follows:

 

 

2010

2011

3,163

2012

2,143

2013

659

2014

623

2015 and after

14,632

Total long-term debt, including current portion

21,220

 

15. Income and Other Tax Liabilities

 

Income and other tax liabilities as of December 31 comprise the following:

2010

2009

Mineral extraction tax

1,103

901

Value-added tax

347

302

Excise tax

135

159

Personal income tax

16

19

Property tax

66

57

Income tax

205

137

Other

99

52

Total income and other tax liabilities

1,971

1,627

 

Tax liabilities above include the respective current portion of non-current restructured tax liabilities (see Note 20).

 

16. Shareholders' Equity

 

On June 18, 2010, the annual general shareholders' meeting approved dividends on the Company's common shares for 2009 in the amount of RUB 24.4 billion or RUB 2.3 per share, which corresponds to US$ 782 million or US$ 0.07 per share at the CBR official exchange rate at the approval date. US$ 714 million of the above relate to outstanding shares, including tax on dividends on treasury shares of US$ 7 million.

 

In 2009, the Company purchased 747,112 of its own shares for RUB 117.3 million or RUB 157 per share, which corresponds to US$ 3.8 million or US$ 5.05 per share at the CBR official exchange rates on the transaction dates.

 

In December 2010, the Company sold 1,807,513 of its own shares for RUB 392.2 million or RUB 217 per share, which corresponds to US$ 12.7 million or US$ 7.03 per share at the CBR official exchange rates on the transaction dates.

 

Result of Transactions with Related Parties under Common Control

 

In December 2008, the Company completed the sale of its 25% interest in OJSC Daltransgaz. The proceeds from the sale amounted to RUB 2.6 billion (US$ 90.8 million at the CBR exchange rate as of the transaction date). Gain on the sale amounted to US$ 33.3 million, net of income tax effect (US$ 8.6 million). Since the transaction was executed with a related party under common control, the Company recorded this gain, net of income tax effect, as a component of additional paid-in capital.

 

Amounts Available for Distribution to Shareholders

 

Amounts available for distribution to shareholders are based on Rosneft Oil Company's statutory accounts prepared in accordance with Russian accounting standards, which differ significantly from US GAAP (see Note 2). Russian legislation identifies the basis of distribution as the current period net profit calculated in accordance with statutory accounting standards. According to Russian legislation, dividends cannot exceed the accounting income for the reporting year.

 

17. Export Customs Duty

 

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

 

 

2010

2009

2008

Oil and gas sales

 

 

 

Export customs duty

13,031

9,441

17,200

Petroleum products and petrochemicals sales

Export customs duty

3,712

2,690

4,806

Total export customs duty

16,743

12,131

22,006

 

Effective July 1, 2010, export customs duty rate was raised from 0 to US$ 69.9 (per ton) for crude oil exported from the Company's fields in Eastern Siberia. This change was taken into consideration in assessing of the Company's proved reserves disclosed in the Supplementary Oil and Gas Disclosure (unaudited) in the Company's consolidated financial statements as of and for the year ended December 31, 2010.

 

18. Income and Other Taxes

 

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

 

2010

2009

2008

Current income tax expense

2,897

2,106

3,394

Deferred income tax benefit

(253)

(106)

(1,490)

Total income tax expense

2,644

2,000

1,904

 

The Company does not file a consolidated tax return, rather each legal entity files separate tax returns with various authorities, primarily in the Russian Federation.

 

Temporary differences between these consolidated financial statements and tax records gave rise to the following deferred income tax assets and liabilities as of December 31:

 

2010

2009

Deferred income tax asset arising from tax effect of:

Asset retirement obligations

209

178

Property, plant and equipment

54

57

Prepayments and other current assets

18

5

Accounts receivable

31

17

Accounts payable and accruals

82

66

Inventories

9

14

Long-term investments

34

22

Interest swap contract

39

31

Other

96

131

Total deferred tax asset

572

521

Valuation allowance for deferred income tax asset

(273)

(222)

Deferred income tax asset, net

299

299

Deferred income tax liability arising from tax effect of:

Mineral rights

(2,409)

(2,359)

Property, plant and equipment and other

(2,585)

(2,915)

Deferred income tax liability

(4,994)

(5,274)

Net deferred income tax liability

(4,695)

(4,975)

 

Classification of deferred taxes:

2010

2009

Current deferred tax assets

174

174

Non-current deferred tax assets

125

125

Current deferred tax liabilities

(86)

(77)

Non-current deferred tax liabilities

(4,908)

(5,197)

 

Although the Company does not pay tax on a consolidated basis, a reconciliation of expected income tax expense to the actual tax expense for the years ended December 31 is as follows:

2010

2009

2008

Income before income taxes and minority interest

13,316

8,519

13,119

Statutory income tax rate

20.00%

20.00%

24.00%

Theoretical income tax expense

2,663

1,704

3,149

Add/(deduct) tax effect of:

 

 

Change in valuation allowance

50

(15)

102

Effect of income tax preferences

(331)

(175)

(167)

Adjustments of income tax for prior periods

-

4

7

Unrecognized income tax benefits

20

2

(4)

Effect from the change of income tax rate

-

-

(956)

Permanent accounting differences arising from:

 

Non-deductible items, net

362

493

373

Foreign exchange effects, net

(20)

(90)

(814)

Accrued tax interest

3

-

56

Other

(103)

77

158

Income taxes

2,644

2,000

1,904

 

The effect of income tax preferences, in the above table, represents the impact of lower income tax rates for Rosneft and certain of its subsidiaries under applicable regional laws. These laws provide that the income tax exemptions, ranging from 4% to 4.5%, are granted to oil and gas producing companies which make capital investments, agreed with regional administrations, within the respective region and participate in various social projects. These exemptions are granted on an annual basis.

 

Effect from the change of income tax rate in the above table represents the impact of statutory income tax rate decrease from 24% to 20%. Tax law amendments were enacted by Federal Law No.305-FZ on December 30, 2008, and are effective January 1, 2009.

 

As of December 31, 2010 and 2009 the Company analyzed its tax positions for uncertainties affecting recognition and measurement thereof. Following the analysis, the Company believes that it is more likely than not that the majority of all deductible tax positions stated in the income tax return would be sustained upon the examination by the tax authorities. This is supported by the results of the examinations of the income tax returns which have been conducted to date.

 

In addition to income tax, the Company incurred other taxes as follows:

2010

2009

2008

Mineral extraction tax

9,051

6,502

12,817

Excise tax

1,105

893

1,120

Property tax

284

236

261

Other

480

430

612

Total taxes other than income tax

10,920

8,061

14,810

 

19. Asset Retirement Obligations

 

The movement of asset retirement obligations is as follows:

 

 

2010

2009

Asset retirement obligations as of the beginning of the reporting period

1,772

1,896

Recognition of additional obligations for new wells

88

15

Accretion expense

107

87

Increase/(decrease) as a result of changes in estimates

383

(223)

Spending on existing obligations

(22)

(3)

Asset retirement obligations as of the end of the reporting period

2,328

1,772

 

Asset retirement obligations represent an estimate of costs of wells liquidation, recultivation of sand pits, slurry ponds, disturbed lands and dismantling pipelines and power transmission lines.

 

Russian legislation does not stipulate any funds reservation for purposes of settling asset retirement obligations.

 

20. Other Non-Current Liabilities

 

Other non-current liabilities as of December 31 comprise the following:

 

2010

2009

Restructured tax liabilities

1,020

1,312

Long-term lease obligations

97

112

Deferred income

20

53

Liabilities to municipalities under amicable agreements

51

77

Liabilities for rights to use trademarks "Sochi 2014" (Note 11)

38

52

Environmental remediation liability

111

-

Other

2

8

Total other non-current liabilities

1,339

1,614

 

In February and March 2008, the Company received signed resolutions of the Government of the Russian Federation and relevant regional and local authorities regarding the restructuring of the respective tax liabilities. Under the tax restructuring plan, the restructured tax liabilities shall be repaid quarterly within five years starting from March 2008. The Company's payments excluding interest amounted to RUB 6,425 million and RUB 3,486 million (US$ 210.4 million and US$ 144.3 million at the CBR official exchange rate as of the payment dates) for the years ended December 31, 2010 and 2009, respectively. The Company intends to undertake all possible actions to comply with the tax restructuring plan in full.

 

As of December 31, 2010, total accrued environmental remediation liabilities were US$145 million (2009 - $16 million), of which US$ 34 million (2009 - $16 million) included in accrued expenses (see Note 13). Environmental remediation liabilities will be settled over five years and are discounted using 11% discount rate.

 

21. Related Party Transactions

 

In the normal course of business the Company enters into transactions with other enterprises which are directly or indirectly controlled by the Russian Government. Such enterprises are OJSC Gazprom, OJSC Russian Railways, OJSC Sberbank, Vnesheconombank, OJSC Bank VTB, ОJSC Gazprombank, OJSC AK Transneft and federal agencies, including tax authorities.

 

Total amounts of transactions and balances with companies controlled by the Russian Government for each of the reporting periods ending December 31, as well as related party balances as of December 31 are provided in the tables below:

 

2010

2009

2008

Revenues and Income

Oil and gas sales

248

164

163

Petroleum products and petrochemicals sales

644

293

616

Support services and other revenues

50

103

83

Interest income

228

95

54

1,170

655

916

Costs and expenses

Production and operating expenses

173

192

228

Pipeline tariffs and transportation costs

4,152

3,054

3,410

Other expenses

3

69

88

Interest expense

8

109

220

Banking fees

9

12

16

4,345

3,436

3,962

Other operations

Sale of short-term and long-term investments

-

505

1,180

Purchase of short-term and long-term investments

21

31

1,693

Proceeds from short-term and long-term debt

-

2

2,921

Repayment of short-term and long-term debt

1,412

3,466

2,670

Deposits placed

3,466

1,897

48

Deposits paid

797

86

-

 

December 31,

December 31,

2010

2009

Assets

Cash and cash equivalents

677

755

Accounts receivable

171

40

Prepayments and other current assets

502

395

Short-term and long-term investments

6,287

2,309

7,637

3,499

Liabilities

Accounts payable

50

56

Short-term and long-term debt (including interest)

114

1,417

164

1,473

 

Total amounts of transactions with related parties (except for those controlled by the Government of the Russian Federation), which are primarily equity investees and joint ventures, for each of the reporting periods ending December 31, as well as related party balances as of December 31 are provided in the tables below:

 

2010

2009

2008

Revenues and Income

Oil and gas sales

43

27

43

Petroleum products and petrochemicals sales

130

115

227

Support services and other revenues

203

336

362

Interest income

36

27

11

Dividends received

37

178

61

449

683

704

Costs and expenses

Production and operating expenses

343

261

203

Purchase of oil and petroleum products

1,480

1,342

774

Other expenses

111

218

207

Interest expense

3

-

3

1,937

1,821

1,187

Other operations

Purchase of short-term and long-term investments

8

121

-

Proceeds from short-term and long-term debt

1

78

373

Repayment of short-term and long-term debt

141

1

219

Borrowings issued

162

69

147

Repayment of borrowings issued

4

3

74

 

December 31,

December 31,

2010

2009

Assets

Accounts receivable

247

225

Prepayments and other current assets

9

7

Short-term and long-term investments

460

569

716

801

Liabilities

Accounts payable

132

215

Short-term and long-term debt (including interest)

258

364

390

579

 

22. Commitments and Contingencies

 

Russian Business Environment

 

Russia continues economic reforms and 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. In addition laws and regulations, including interpretations, enforcement and judicial processes, continue to evolve in Russia. Other laws and regulations and certain other restrictions producing a significant effect on the Company's industry, included to the following: rights to use subsurface resources, environmental matters, site restoration, transportation and export, corporate governance, taxation, etc.

 

The Russian economy is vulnerable to market downturns and economic slowdowns elsewhere in the world. The global financial crisis has resulted in capital markets instability, significant deterioration of liquidity in the banking sector, and tighter credit conditions within Russia. While the Russian Government has introduced a range of stabilization measures aimed at providing liquidity and supporting debt refinancing for Russian banks and companies, there continues to be uncertainty regarding the access to capital and cost of capital for the Company and its counterparties, which could affect the Company's consolidated financial position, consolidated results of operations and business prospects.

 

While management believes it is taking appropriate measures to support the sustainability of the Company's business in the current circumstances, further market deterioration could negatively affect the Company's consolidated results and consolidated financial position in a manner not currently determinable.

 

Taxation

 

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

 

The current regime of penalties and interest related to reported and discovered violations of Russia's laws, decrees and related regulations is severe. Interest and penalties are levied when an understatement of a tax liability is discovered. As a result, the amounts of penalties and interest can be significant in relation to the amounts of unreported taxes.

 

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 three-year period.

 

Russian transfer pricing rules were introduced in 1999, giving Russian tax authorities the right to make transfer pricing adjustments and impose additional tax liabilities in respect of all controlled transactions, provided that the transaction price deviates from the market price by more than 20%. Controlled transactions include transactions between related entities and certain other types of transactions between independent parties, such as foreign trade transactions and transactions with significant (by more than 20%) price fluctuations.

 

The Russian transfer pricing rules are vaguely drafted, leaving wide scope for interpretation by Russian tax authorities and courts. Due to the uncertainties in interpretation of transfer pricing legislation, the tax authorities may challenge the Group's prices and propose an adjustment. If such price adjustments are upheld by the Russian courts and implemented, it could have an adverse effect on the Group's financial condition and results of operations. The Company's management believes that such transfer pricing related income tax positions taken by the Company are sustainable and will not have any significant negative impact on the Company's financial statements. The Company provides finance for operations of its subsidiaries by various means which may lead to certain tax risks. The Company's management believes that the related tax positions are sustainable and will not have any significant negative impact on the Company's consolidated financial position or results of operations.

 

During 2009 and 2010, the tax authorities held tax examinations in the Company and its subsidiaries for 2007-2009 fiscal years. The Company does not expect results of the examinations to have a material impact on the Company's consolidated financial position or results of operations. Tax years or periods prior to 2007 are not subject to examination.

 

As of December 31, 2010, there is a possible risk that RUB 1.2 billion (US$ 39 million at the CBR official exchange rate as of December 31, 2010) of VAT receivable (see Note 5) will not be recovered.

 

The Company's management believes that the outcome of the above tax risks will not have any significant impact on the Company's consolidated financial position 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, which will be required to settle these liabilities. Possible liabilities which were identified by management at the balance sheet dates as those that can be subject to different interpretations of the 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 exploration and development of production facilities and modernization of refineries and the distribution network. The budgets for these projects are generally set on an annual basis. Depending on the current market situation, actual expenditures may vary from the budgeted amounts.

 

The Company has contractual obligations for capital additions as of December 31, 2010 amounted to approximately RUB 100.3 billion (US$ 3.3 billion at the CBR official exchange rate as of December 31, 2010).

 

Environmental Matters

 

Due to the nature of its business, Rosneft and its subsidiaries are subject to federal legislation regulating environmental protection. The majority of environmental liabilities arise as a result of accidental leaks that pollute land, air pollution and placement of oil waste. The Company considers fines paid and other environmental liabilities as immaterial, given the scale of its operations.

 

In the course of its operations, the Company seeks to comply with international environmental standards and monitors compliance therewith on a regular basis. With a view to improve environmental activities, the Company takes specific measures to mitigate the adverse impact of its current operations on the environment.

 

Legislation that regulates environmental protection in the Russian Federation is evolving, and the Company evaluates its liabilities in accordance therewith. Currently it is not possible to reasonably estimate the liabilities of the Company which may be incurred should the legislation be amended.

 

Management believes that, based on the existing legislation, the Company is unlikely to have liabilities that need to be accrued in addition to the amounts already recognized in the consolidated financial statements and that may have a material adverse effect on the consolidated operating results or financial position of the Company.

 

Social and Sponsorship Expenses

 

The Company is required to maintain certain social infrastructure assets (not owned by the Company and not recorded in the consolidated financial statements) for use by its employees, as well as to incur other social and sponsorship costs. Partly in exchange the Company receives regional tax incentives enabling it to further develop its business. 

 

The Company incurred US$ 116 million, US$ 198 million, and US$ 139 million in social and sponsorship expenses in 2010, 2009 and 2008, respectively. These expenses are presented within other expenses in the consolidated statements of income and comprehensive income.

 

Pension Plans

 

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

 

The Company also maintains a defined contribution corporate pension plan to finance non-state pensions of its employees. Under this plan, in 2010, 2009 and 2008 the Company made and expensed contributions amounting to US$ 90 million, US$ 95 million and US$ 83 million, respectively.

 

Guarantees and Indemnity

 

As of December 31, 2010, the Company has provided guarantees for certain debt agreements primarily of its subsidiaries. In accordance with the debt agreements, the Company is obliged to perform on the guarantee and to pay the bank all amounts of outstanding guaranteed liabilities, including interest.

 

The Company cannot substitute guarantees issued by any novation agreement or mutual offset. The Company's obligations under guarantees issued are valid in case of any change in the loan agreements. After the full payment and settlement of all obligations under the guarantees, the Company has the right to subrogate its respective part of all bank claims against the debtor in accordance with the loan agreements. In the event the Company makes payments under guarantees issued, it has a right to claim the amounts paid from the debtor.

 

In January 2007, RN-Yuganskneftegaz LLC signed a guarantee agreement in respect of all the obligations of RN-Energo LLC, the Company's wholly owned subsidiary, under the contract for electricity supply with OJSC Tyumenskaya Energosbytovaya Companiya for the period through December 31, 2010, in the amount of RUB 1.5 billion (US$ 49 million at the CBR official exchange rate as of December 31, 2010). Guarantee agreement is terminated from January 1, 2011 due to expiration of contract for electricity supply.

 

In November 2009, Rosneft signed a guarantee agreement in respect of all the obligations ofRN-Tuapse Refinery LLC, the Rosneft's wholly owned subsidiary, under the contract for delivery of power generating units with Siemens Industrial Turbomachinery AB for the period through September 30, 2012, in the amount of 960 million Swedish krona (US$ 141million at the CBR based cross-rate as of December 31, 2010). In November 2009, Rosneft entered into a loan agreement with a western bank to finance the above delivery contract.

 

In October 2010, the Company concluded a share purchase agreement to acquire 50% stake in Ruhr Oel GmbH and related joint venture agreement seller's rights for US$ 1.6 billion. Final purchase consideration is subject to adjustment as of the closing date of the transaction. Acquisition is expected to be finalized in the first half of 2011. The Company has provided a guarantee in the amount to US$ 200 million to the seller for the compensation of losses in case of unilateral unsubstantiated termination of this transaction. The Company will account for its investment in Ruhr Oel GmbH using the equity method.

 

Litigations, Claims and Assessments

 

In 2006, Yukos Capital S.a.r.l., a former subsidiary of Yukos Oil Company, initiated arbitral proceedings against OJSC Yuganskneftegaz, which was subsequently merged into the Company, and OJSC Samaraneftegaz, the Company's subsidiary, in various arbitration courts alleging default under six ruble-denominated loans. The International Commercial Arbitration Court (the "ICAC") at the Russian Federation Chamber of Commerce and Industry issued four arbitration awards in favor of Yukos Capital S.a.r.l. concerning four of the loans in the aggregate amount of approximately RUB 12.9 billion (US$ 423 million at the CBR official exchange rate as of December 31, 2010). Separately, in August 2007, arbitration panel formed pursuant to the International Chamber of Commerce("ICC") rules issued an award against OJSC Samaraneftegaz in the amount of approximately RUB 3.1 billion (US$ 102 million at the CBR official exchange rate as of December 31, 2010) in loan principal and interest plus post award interest of 9% p.a. on the above amount of loan principal and interest concerning the two other loans.

 

In 2007, the Company successfully challenged the ICAC awards and the ICAC awards were set aside by the Russian courts, including the Supreme Arbitrazh Court of the Russian Federation. Yukos Capital S.a.r.l., nevertheless, sought to enforce the ICAC awards in the Netherlands. The district court in Amsterdam refused to enforce the ICAC awards on the ground that they were properly set aside by a competent court. Yukos Capital S.a.r.l. appealed and on April 28, 2009 the Amsterdam Court of Appeals reversed the district court judgment and allowed Yukos Capital S.a.r.l. to enforce the ICAC awards in the Netherlands. The Company sought review of the decision of the Amsterdam Court of Appeal in to the Supreme Court of the Netherlands. 

 

In early 2010 Yukos Capital S.a.r.l. filed an additional lawsuit against the Company in the High Court of Justice in London, seeking enforcement of the ICAC awards in England and Wales, as well as interest on those awards.

 

On June 25, 2010, the Supreme Court of the Netherlandsdeclared inadmissible the Company's appeal of the decision of the Amsterdam Court of Appeals enforcing the ICAC awards in the Netherlands. Although the Company does not agree with the decisions of the Dutch courts noted above, on August 11, 2010 it complied with those decisions and arranged for relevant payments to be made with respect to the claim against the Company. In addition to the amounts paid, Yukos Capital S.a.r.l. continues to seek statutory interest in the High Court of Justice in London in the amount of approximately US$ 160 million as of the date of its Particulars of Claim. 

 

The Company intends to defend its position vigorously in the remaining proceedings in England. A hearing on certain preliminary issues is currently scheduled for May 2011.

 

In 2007, lawsuits with Russian arbitrazh courts in Moscow and Samara were filed to nullify the loan agreements with Yukos Capital S.a.r.l. Court hearings have been suspended.

 

On July 2, 2010 Yukos Capital S.a.r.l. filed a petition with the U.S. District Court for the Southern District of New York seeking confirmation of the ICC award against OJSC Samaraneftegaz noted above. On or before August 12, 2010, Yukos Capital S.a.r.l. also commenced parallel proceedings in the Arbitrazh Court of the Samara Region seeking enforcement of the same award in the Russian Federation. As directed by the Arbitrazh Court of Samara Region, OJSC Samaraneftegaz filed a formal defense on October 4, 2010. A substantive hearing is currently scheduled for February 15, 2011.

 

On October 15, 2010, OJSC Samaraneftegaz also filed a motion with the U.S. District Court for the Southern District of New York requesting the court to either dismiss Yukos Capital S.a.r.l.'s petition or, in the alternative, to stay the action pending resolution of the parallel Russian enforcement proceedings. At a hearing held on January 7, 2011, the U.S. District Court for the Southern District of New York granted the motion of OJSC Samaraneftegaz and stayed the action pending completion of the Russian enforcement proceedings. Yukos Capital S.a.r.l. has moved for reconsideration or leave to appeal this order of the U.S. District Court for the Southern District of New York and briefing of the motion by both parties is due to be completed in February 2011.

 

The Company and its subsidiary participate in arbitral proceedings against OJSC Sakhaneftegaz and OJSC Lenaneftegaz for the recovery of certain loans and guarantees of indemnity in the amount of RUB 1,286 million (US$ 42 million at the CBR official exchange rate as of December 31, 2010). The respective accounts receivable in the amount of US$ 13 million (net of allowance in the amount of US$ 29 million) are recorded as long-term receivables in the consolidated balance sheet (see Note 12).

 

The Company was a plaintiff in arbitral proceedings against OJSC National Bank TRUST (further "TRUST") for the repayment under a deposit agreement. In December 2009, parties concluded an amicable agreement according to which TRUST agreed to repay further to previously repaid amounts, an additional amount of RUB 946 million (US$ 31 million at the CBR official exchange rate as of December 31, 2009) by April 1, 2010. In April 2010, TRUST fully repaid its debt.

 

During 2008, 2009 and 2010, the Federal Antimonopoly Service ("FAS Russia") and its regional bodies claimed that Rosneft and certain companies of the Group violated certain antimonopoly regulations in relation to petroleum products trading. The Company is appealing all claims in relevant arbitrazh courts. As of the issue date of these consolidated financial statements, court proceedings on the majority of cases had ended. Among other things, on December 1, 2010 the Moscow Arbitrazh court decided to reduce the RUB 5.3 billion fine, imposed on the Company by FAS Russia in 2009, to RUB 2 billion. In December 2010 the fine was paid to the Russian state budget. The total amount of administrative penalties assessed as of the financial statements issue date is RUB 1,603 million (US$ 52.6 million at the CBR official exchange rate as of December 31, 2010). To the extent probable, this contingent liability is accrued in these consolidated financial statements.

 

The Company and its subsidiaries are involved in other litigations which arise from time to time in the course of their business activities. The Company's management believes that the ultimate result of these litigations will not significantly affect the operating results or financial position of the Company.

 

Licence Agreements

 

In accordance with certain license agreements or separate agreements concluded from time to time with the local and regional authorities, the Company is required to maintain certain levels of expenditures for health, safety and environmental protection, as well as maintain certain level of capital expenditures. Generally these expenditures are within the normal operating and capital budgets and are accounted for when incurred in accordance with existing accounting policies for respective costs and expenses.

 

Oil Supplies

 

In January 2005, the Company entered into a long-term contract for the term from February 2005 through December 2010 with China National United Oil Corporation for the sale of crude oil via rail to China in the total amount of 48.4 million tons. The contract is based on usual commercial terms with an agreed formula linked to market prices. The contract obligations for the sale of crude oil are expired in January 2011 (see Note 14).

 

In February 2009, Rosneft entered into a long-term contract for the term from January 2011 through December 2030 with China National Petroleum Corporation ("CNPC") for the sale of crude oil via pipeline to China in the total amount of 180 million tons. The contract is based on usual commercial terms with an agreed formula linked to market prices. Afterwards, CNPC assigned all its rights, title and interest in this contract to China National United Oil Corporation.

 

In April 2009, Rosneft entered into a long-term contract for the term from January 2011 through December 2030 with OJSC AK Transneft for the sale of crude oil via pipeline to China in the total amount of 120 million tons. The contract is based on usual commercial terms with an agreed formula linked to market prices.

 

23. Segment Information

 

Presented below is information about the Company's operating segments in accordance with FASB ASC 280, Segment Reporting. 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 development and production of crude oil and natural gas. The refining, marketing and distribution segment is engaged in processing crude oil and other hydrocarbons into petroleum products, as well as the purchase, sale and transportation of crude oil and petroleum products. Corporate assets are allocated between exploration and production and refining, marketing and distribution in proportion to sales of these segments. Drilling services, construction services, banking and finance services, and other activities are combined in the "All other" category. Substantially all of the Company's operations are conducted in the Russian Federation. Further, the geographical regions within the Russian Federation have substantially similar economic and regulatory conditions. Therefore, the Company has not presented any separate geographical disclosure.

 

The significant accounting policies applied to each operating segment are consistent with those applied to the consolidated financial statements. Sales transactions for goods and services between the operating segments are carried out using prices agreed upon between Rosneft and its subsidiaries.

 

Operating segments in 2010:

 

Exploration andproduction

Refining, marketing and distribution

All other

Total elimination

Consolidated

Revenues from external customers

1,149

59,847

2,051

-

63,047

Intersegmental revenues

17,737

4,337

7,845

(29,919)

-

 Total revenues

18,886

64,184

9,896

(29,919)

63,047

 

 

 

 

 

 

Production and operating expenses and cost of purchased oil, gas and petroleum products

2,348

3,746

1,084

-

7,178

 Depreciation, depletion and amortization

4,503

864

230

-

5,597

Operating income

10,111

28,167

5,140

(29,919)

13,499

 

 

 

 

 

 

Total other expenses, net

 

 

 

 

(183)

 

 

 

 

 

 

Income before tax

 

 

 

 

13,316

 

 

 

 

 

 

Total assets

49,961

35,871

7,997

-

93,829

 

Operating segments in 2009:

 

Exploration andproduction

Refining, marketing and distribution

All other

Total elimination

Consolidated

 Revenues from external customers

981

44,358

1,487

-

46,826

 Intersegmental revenues

9,723

2,876

5,490

(18,089)

-

Total revenues

10,704

47,234

6,977

(18,089)

46,826

 

 

 

 

 

 

 Production and operating expenses and cost of purchased oil, gas and petroleum products

1,935

3,239

740

-

5,914

 Depreciation, depletion and amortization

3,405

755

190

-

4,350

 Operating income

5,172

17,437

4,608

(18,089)

9,128

 

 

 

 

 

 

 Total other expenses, net

 

 

 

 

(609)

 

 

 

 

 

 

Income before tax

 

 

 

 

8,519

 

 

 

 

 

 

 Total assets

47,531

28,522

7,179

-

83,232

 

Operating segments in 2008:

 

Exploration and

production

Refining, marketing and distribution

All other

Total elimination

Consolidated

 Revenues from external customers

1,967

65,456

1,568

-

68,991

 Intersegmental revenues

10,736

3,549

5,291

(19,576)

-

 Total revenues

12,703

69,005

6,859

(19,576)

68,991

 

 

 

 

 

 

 Production and operating expenses and cost of purchased oil, gas and petroleum products

2,447

4,288

779

-

7,514

 Depreciation, depletion and amortization

3,060

748

175

-

3,983

 Operating income

6,385

22,097

4,099

(19,576)

13,005

 

 

 

 

 

 

 Total other income, net

 

 

 

 

114

 

 

 

 

 

 

 Income before tax

 

 

 

 

13,119

 

 

 

 

 

 

 Total assets

44,934

24,002

8,577

-

77,513

 

Below is a breakdown of revenues by domestic and export sales, with a classification of export sales based on the country of incorporation of the foreign customer.

 

 

2010

2009

2008

Oil and gas sales

 

 

 

Export sales of crude oil - Europe and other directions

22,895

18,275

25,648

Export sales of crude oil - Asia

9,824

4,744

7,815

Export sales of crude oil - CIS

1,363

1,313

2,084

Domestic sales of crude oil

269

134

154

Domestic sales of gas

416

354

401

Total oil and gas sales

34,767

24,820

36,102

Petroleum products and petrochemicals sales

 

 

 

Export sales of petroleum products - Europe and other directions

8,401

6,827

9,607

Export sales of petroleum products - Asia

5,985

4,895

6,556

Export sales of petroleum products - CIS

172

144

743

Domestic sales of petroleum products

11,686

8,630

14,160

Sales of petrochemicals

416

240

404

Total petroleum products and petrochemicals sales

26,660

20,736

31,470

 

The Company had one major customer in 2010 and one such customer in 2009 and 2008 which accounted for 10% or more of total revenues in each respective year. These customers accounted for revenues of US$ 9,559 million, US$ 5,332 million, and US$ 12,422 million or 15%, 11% and 18% of total revenues, respectively. These revenues are recognized mainly under the refining, marketing and distribution segment. Management does not believe that the Company is dependent on any particular customer.

 

24. Fair Value of Financial Instruments and Risk Management

 

Effective January 1, 2008, the Company adopted FASB ASC 820, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value.

 

FASB ASC 820 defines three levels of inputs that may be used to measure fair value:

 

Level 1- Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to assess at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data.

 

Level 3- Unobservable inputs for the asset or liability. These inputs reflect the Company's own assumptions about the assumptions a market participant would use in pricing the asset or liability.

 

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

 

Fair value measurement as of December 31, 2010

Level 1

Level 2

Level 3

Total

Assets:

Current assets

Trading securities

154

575

-

729

Available-for-sale securities

129

358

-

487

Derivatives

-

77

-

77

Net assets held for sale

55

-

-

55

Non-current assets

Available-for-sale securities

-

17

-

17

Total assets measured at fair value

338

1,027

-

1,365

Current liabilities:

Derivatives

-

(191)

-

(191)

Total liabilities measured at fair value

-

(191)

-

(191)

 

Fair value measurement as of December 31, 2009

Level 1

Level 2

Level 3

Total

Assets:

Current assets

Trading securities

434

57

-

491

Available-for-sale securities

24

186

-

210

Derivatives

-

3

-

3

Non-current assets

Available-for-sale securities

20

18

-

38

Total assets measured at fair value

478

264

-

742

Current liabilities:

Derivatives

-

(152)

-

(152)

Total liabilities measured at fair value

-

(152)

-

(152)

 

The market for a number of financial assets is not active. In accordance with requirements of FASB ASC 820-10-35-47 observable inputs of Level 2 were used to determine fair value of such financial assets.

 

The Company, in connection with its current activities, is exposed to various financial risks, such as foreign currency risks, commodity price risk, interest rate risks and credit risks. The Company manages these risks and monitors its exposure on a regular basis.

 

The fair value of cash and cash equivalents, held-to-maturity securities, accounts receivable, accounts payable, and other current assets approximates their carrying value recognized in these financial statements. The fair value of long-term debt differs from the amounts recognized in the consolidated financial statements. The estimated fair value of long-term debt discounted using the estimated market interest rate for similar financial liabilities amounted to US$ 18,555 million and US$ 17,916 million as of December 31, 2010 and 2009, respectively. These amounts include all future cash outflows related to the repayment of long-term loans, including their current portion and interest expenses.

 

A substantial portion of the Company's sales revenues is received in US$. In addition, substantial financing and investing activities, obligations and commitments are also undertaken in US$. However, significant operating and investing expenditures, other obligations and commitments as well as tax liabilities are denominated in rubles. As a result the Company is exposed to the corresponding currency risk.

 

The Company enters into contracts to economically hedge certain of its risks associated with ruble appreciation and increased interest expense accrued on loans received by the Company. Hedge accounting pursuant to FASB ASC 815 is not applied to these instruments.

 

In December 2007, the Company entered into a 5-year interest rate swap contract with a notional amount of US$ 3 billion. Under the terms of the contract, a floating LIBOR rate may be converted into a certain fixed rate. The other party has a call option to terminate the deal. The fair value of the interest swap contract was recorded in the consolidated balance sheets as of December 31, 2010 and 2009 as other current liabilities in the amount of US$ 157.8 million and US$ 151.5 million, respectively. The change in fair value was recorded in the consolidated statement of income and comprehensive income for 2010 as a component of interest expense in the amount of US$ 6.3 million.

 

In December 2008, the Company entered into a 5-year interest rate swap contract with a notional amount of US$ 500 million. Under the terms of the contract, a floating LIBOR rate may be converted into a certain fixed rate. The other party will have a call option to terminate the deal commencing two years after the contract date. The fair value of the interest swap contract was recorded in the consolidated balance sheets as of December 31, 2010 as other current liabilities in the amount of US$ 33.4 million, and as of December 31, 2009 as other current asset in the amount of US$ 2.7 million (see Note 7). The change in fair value was recorded in the consolidated statement of income and comprehensive income for 2010 as a component of interest expense in the amount of US$ 36.1 million.

 

In October 2009, the Company entered into a fixed interest rate structured deposit agreement with a nominal amount of US$ 500 million (see Note 4) which expired in October 2010. On the deposit repayment date the spot RUB/US$ exchange rate was not higher than agreed conversion rate.

 

In May 2010, the Company entered into fixed interest rate structured deposit agreements with two banks for nominal amounts of US$ 500 million and US$ 495 million (see Note 4) which similarly expire in May 2011. If on the deposit repayment date the spot RUB/US$ exchange rate is higher than the agreed conversion rate, the other party has a call option to repay amount in RUB which shall be equal to the nominal deposit amount multiplied by the respective conversion rate. Embedded call options were bifurcated from the host contracts and recorded at fair value in the consolidated balance sheet as of December 31, 2010 as other current asset in the amount of US$ 11.1 million (see Note 7). The resulting change in fair values was recorded in the consolidated statement of income and comprehensive income for 2010 as a component of foreign exchange gain in the amount of US$ 11.1 million.

 

In June 2010, the Company entered into a fixed interest rate structured deposit agreement with a nominal amount of US$ 200 million (see Note 4) which expires in June 2011. If on the deposit repayment date the spot RUB/US$ exchange rate is higher than the agreed conversion rate, the other party has a call option to repay amount in RUB which shall be equal to the nominal deposit amount multiplied by the respective conversion rate. Embedded call option was bifurcated from the host contract and recorded at fair value in the consolidated balance sheet as of December 31, 2010 as other current asset in the amount of US$ 4.4 million (see Note 7). The change in fair value was recorded in the consolidated statement of income and comprehensive income for 2010 as a component of foreign exchange gain in the amount of US$ 4.4 million.

 

In July 2010, the Company entered into fixed interest rate structured deposit agreements with two banks for nominal amounts of US$ 250 million and US$ 500 million (see Note 4) which expire in July 2011. If on the deposit repayment date the spot RUB/US$ exchange rate is higher than the agreed conversion rate, the other party has a call option to repay amount in RUB which shall be equal to the nominal deposit amount multiplied by the respective conversion rate. Embedded call options were bifurcated from the host contracts and recorded at fair value in the consolidated balance sheet as of December 31, 2010 as other current asset in the amount of US$ 14.6 million (see Note 7). The resulting change in fair values was recorded in the consolidated statement of income and comprehensive income for 2010 as a component of foreign exchange gain in the amount of US$ 14.6 million.

 

In September 2010, the Company entered into fixed interest rate structured deposit agreements with two banks for nominal amounts of US$ 100 million and US$ 150 million (see Note 4) which expire in September 2011. If on the deposit repayment date the spot RUB/US$ exchange rate is higher than the agreed conversion rate, the other party has a call option to repay amount in RUB which shall be equal to the nominal deposit amount multiplied by the respective conversion rate. Embedded call options were bifurcated from the host contracts and recorded at fair value in the consolidated balance sheet as of December 31, 2010 as other current asset in the amount of US$ 6.3 million (see Note 7). The resulting change in fair values was recorded in the consolidated statement of income and comprehensive income for 2010 as a component of foreign exchange gain in the amount of US$ 6.3 million.

 

In October 2010, the Company entered into fixed interest rate structured deposit agreements with two banks for nominal amounts of US$ 193 million and US$ 250 million (see Note 4) which expire in October 2011. If on the deposit repayment date the spot RUB/US$ exchange rate is higher than the agreed conversion rate, the other party has a call option to repay amount in RUB which shall be equal to the nominal deposit amount multiplied by the respective conversion rate. Embedded call options were bifurcated from the host contracts and recorded at fair value in the consolidated balance sheet as of December 31, 2010 as other current asset in the amount of US$ 10.1 million (see Note 7). The resulting change in fair values was recorded in the consolidated statement of income and comprehensive income for 2010 as a component of foreign exchange gain in the amount of US$ 10.1 million.

 

In November 2010, the Company entered into fixed interest rate structured deposit agreements with two banks for nominal amounts of US$ 557 million and US$ 400 million (see Note 4) which expire in November 2011. If on the deposit repayment date the spot RUB/US$ exchange rate is higher than the agreed conversion rate, the other party has a call option to repay amount in RUB which shall be equal to the nominal deposit amount multiplied by the respective conversion rate. Embedded call options were bifurcated from the host contracts and recorded at fair value in the consolidated balance sheet as of December 31, 2010 as other current asset in the amount of US$ 27.3 million (see Note 7). The resulting change in fair values was recorded in the consolidated statement of income and comprehensive income for 2010 as a component of foreign exchange gain in the amount of US$ 27.3 million.

 

In December 2010, the Company entered into a fixed interest rate structured deposit agreement with a nominal amount of US$ 100 million (see Note 4) which expires in December 2011. If on the deposit repayment date the spot RUB/US$ exchange rate is higher than the agreed conversion rate, the other party has a call option to repay amount in RUB which shall be equal to the nominal deposit amount multiplied by the respective conversion rate. Embedded call option was bifurcated from the host contract and recorded at fair value in the consolidated balance sheet as of December 31, 2010 as other current asset in the amount of US$ 2.9 million (see Note 7). The change in fair value was recorded in the consolidated statement of income and comprehensive income for 2010 as a component of foreign exchange gain in the amount of US$ 2.9 million.

 

In February and May 2010, the Company entered into forward foreign currency contracts to economically hedge its foreign currency risk of forecasted operating expense. These financial exposures are managed as an integral part of the Company's risk management program, which seeks to reduce the potentially adverse effect that the volatility of the exchange rate markets may have on operating results. During 2010 all forward foreign currency contracts were settled.

 

Fair values of the interest rate swap contracts and embedded call options are based on estimated amounts that the Company would pay or receive upon termination of the contracts as of December 31, 2010.

 

25. Subsequent Events

 

On January 14, 2011 Rosneft and BP announced plans to form a strategic alliance, including a share swap, and to jointly explore hydrocarbon resources of the Russian Arctic. For the share swap, BP plans to issue ordinary shares constituting 5 per cent of its pro forma issued ordinary share capital in exchange for 1,010,158,003 Rosneft's shares. Closing of the share swap and signing of final agreements related to the Arctic exploration joint venture is anticipated in the first half of 2011 and by the end of 2012, respectively, both subject to agreement of related final documentation between the parties.

 

On January 27, 2011 Rosneft and ExxonMobil entered into an agreement regarding the joint development of oil and gas resources in the Black Sea, which includes an initial focus on oil exploration and production in the Tuapse Trough in the Russian Black Sea basin.

 

Supplementary Oil and Gas Disclosure (unaudited)

 

In accordance with FASB ASC 932, Extractive Activities-Oil and Gas, subtopic 235, Notes to Financial Statements, the Company makes certain supplemental disclosures about its oil and gas exploration and production operations. While this information was developed with reasonable care and 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 expected future financial results.

 

In accordance with FASB ASC 932-235-50-1C the Company does not provide complete disaggregated disclosures about its equity investees, because the results are immaterial in comparing with results of consolidated companies.

 

Capitalized Costs Relating to Oil and Gas Producing Activities

 

Consolidated entities:

As of December 31,

2010

2009

Оil and gas properties:

Proved

62,960

56,175

Unproved

4,104

4,131

Total capitalized costs

67,064

60,306

Accumulated depreciation, depletion and amortization,and valuation allowances

(18,370)

(13,977)

Net capitalized costs

48,694

46,329

 

The share of the Company in the capitalized costs of equity investees on December 31, 2010 and 2009 was US$ 2,631 million and US$ 2,547 million, respectively.

 

Net book value of mineral rights on December 31, 2010 and 2009 was US$ 16.2 billion and US$ 16.8 billion, respectively.

 

Cost Incurred in Oil and Gas Property Acquisition, Exploration and Development Activities

 

Consolidated entities:

2010

2009

2008

Acquisition of properties:

Proved

-

-

246

Unproved

140

96

264

Exploration costs

439

325

248

Development costs

6,618

5,422

6,405

 

The share of the Company in acquisition, exploration and development expenditures of its equity investees was US$ 324 million, US$ 493 million and US$ 483 million in 2010, 2009 and 2008, respectively.

 

Results of Operations for Oil & Gas Producing Activities

 

Consolidated entities:

2010

2009

2008

Revenues:

Sales

18,284

13,463

18,712

Transfers

12,902

10,056

16,308

Total

31,186

23,519

35,020

Production costs (excluding production taxes)

2,319

1,869

1,976

Selling, general and administrative expenses

740

630

771

Exploration expenses

439

325

248

Accretion expenses

107

87

120

Depreciation, depletion, and amortization, and valuation provisions

4,503

3,318

3,060

Taxes other than income tax

10,034

6,867

13,261

Income tax expenses

1,845

1,029

1,779

Results of operation for producing activities

11,199

9,394

13,805

 

Revenues are based on the market prices determined at the point of delivery from production units.

 

The Company's share in the operating results generated from oil and gas production of equity investees in 2010, 2009 and 2008 was US$ 234 million, US$ 229 million and US$ 437 million, respectively.

 

Reserve Quantity Information

 

The recording and reporting of proved reserves is governed by criteria established by regulations of the United States Securities and Exchange Commission. The Company's reserves as of December 31, 2010, 2009 and 2008 were appraised by outside unrelated third-party petroleum engineers.

 

The Company's proved oil and gas reserves are located entirely in the Russian Federation.

 

Proved reserves are those quantities of oil and gas which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs, and under the existing economic conditions, operating methods, and government regulation. In certain cases, 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 licence agreements if the renewal of such agreements is reasonably certain. Proved developed reserves are the quantities of oil and gas expected to be recovered from existing wells using existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared with the cost of new well.

 

Proved undeveloped oil and gas reserves are proved 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 directly offsetting development spacing areas that are reasonably certain of production when drilled unless evidence using reliable technology exits that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to drilled within five years, unless the specific circumstances justify a longer time.

 

Under no circumstances are estimates of proved undeveloped reserves attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless those techniques have been proved effective by actual project in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty. 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 included in proved reserves those reserves which the Company intends to extract after the expiry of the current licences. The licences for the development and production of hydrocarbons currently held by the Company generally expire between 2011 and 2051, and the licences for the most important reserves expire between 2013 and 2051. In accordance with the effective version of the law of the Russian Federation, On Subsurface Resources (the "Law"), licences are currently granted for a production period determined on the basis of technological and economic criteria applied to the development of a mineral deposit which guarantee rational use of subsurface resources and necessary environmental protection. In accordance with the Law and upon gradual expiration of old licences issued under the previous version of the Law, the Company extends its hydrocarbon production licences for the whole productive life of the fields. Extension of the licences depends on both current and future compliance with the terms set forth in the licence agreements. As of the date of these financial statements, the Company's operations are generally in compliance with all the terms of the licence agreements and are intended to maintain compliance therewith in the future (see Note 9).

 

The Company's estimates of net proved oil and gas reserves and changes thereto for the years ended December 31, 2010, 2009 and 2008 are shown in the table below and expressed in million barrels of oil equivalent (oil production data was recalculated from tons to barrels using a field specific ratio in the range from 7.05 to 7.65 barrels per tonne, gas production data was recalculated from cubic meters to barrels of oil equivalent ("boe") using a ratio of 35.3/6 cubic meters per barrel):

 

Consolidated entities:

2010

2009

2008

Proved developed and undeveloped reserves:

mln boe

mln boe

mln boe

Beginning of year

13,951

13,360

13,538

Revisions of previous estimates

319

683

(244)

Extensions and discoveries

541

703

837

Improved recovery

-

-

-

Purchases of minerals in place

-

-

-

Production

(841)

(795)

(771)

End of year

13,970

13,951

13,360

Of which:

Proved reserves under PSA Sakhalin 1

80

66

80

Proved developed reserves

Beginning of year

10,204

10,032

10,456

End of year

9,769

10,204

10,032

Proved undeveloped reserves

Beginning of year

3,747

3,328

3,082

End of year

4,201

3,747

3,328

Noncontrolling interests in total proved reserves

122

103

38

Noncontrolling interests in proved developed reserves

44

37

12

Entity's share of proved developed and undeveloped reserves of investees accounted for by the equity method:

Beginning of year

1,195

1,086

915

Revisions of previous estimates

66

56

146

Extensions and discoveries

39

121

98

Improved recovery

-

2

-

Purchases of minerals in place

-

-

-

Production

(72)

(70)

(73)

End of year

1,228

1,195

1,086

 

The Company's share in the proved developed reserves of equity investees in 2010, 2009 and 2008 was 760 million barrels of oil equivalent, 769 million barrels of oil equivalent and 763 million barrels of oil equivalent, respectively.

 

The effect of the adoption of ASU 2010-03 on the Total Group's total proved reserves amounted to 76 mboe decrease at the end of 2010 (2009 - 38 mboe decrease) including the Company's share in equity investees.

 

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 calculated in accordance with the requirements of FASB ASC 932-235. Estimated future cash inflows from oil and gas production are computed by applying average of the first-day-of-the-month price for each month within 12-month period before the balance sheet date for oil and gas to year-end quantities of estimated net proved reserves. Adjustment in this calculation for future price changes is limited to those required by contractual arrangements in existence at the end of each reporting period. Future development and production costs are those estimated future expenditures necessary to develop and produce estimated proved reserves as of year-end based on year-end cost indices and assuming continuation of year end economic 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 estimated future net pre-tax cash flows, net of the tax bases of related assets.

 

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

 

The information provided in the tables 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 prescribed under FASB ASC 932-235 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.

 

Consolidated entities:

2010

2009

2008

Future cash inflows

449,384

383,839

223,464

Future development costs

(34,276)

(29,301)

(18,353)

Future production costs

(215,802)

(177,879)

(107,242)

Future income tax expenses

(31,040)

(27,550)

(15,585)

Future net cash flows

168,266

149,109

82,284

10% annual discount for estimated timing of cash flows

(93,520)

(79,563)

(46,783)

Standardized measure of discounted future net cash flows

74,746

69,546

35,501

Entity's share of equity method investees:

Future cash inflows

43,594

35,202

22,408

Future development costs

(4,132)

(3,851)

(2,450)

Future production costs

(20,835)

(13,831)

(11,368)

Future income tax expenses

(3,648)

(3,426)

(1,592)

Future net cash flows

14,979

14,094

6,998

10% annual discount for estimated timing of cash flows

(8,542)

(7,754)

(3,646)

Standardized measure of discounted future net cash flows

6,437

6,340

3,352

Total consolidated and equity interests in the standardized measure of discounted future cash flows:

81,183

75,886

38,853

 

The effect of the adoption of ASU 2010-03 on the total Group's standardized measure of discounted future cash flow amounted to approximately US$ 1.6 billion decrease as at the end of the year (2009 -

US$ 11 billion decrease) including the Company's share in equity investees.

 

Consolidated entities:

2010

2009

2008

Sales and transfers of oil and gas produced during the period

(18,093)

(14,153)

(19,012)

Net changes in sales and transfer prices and in production (lifting) costs related to future production

12,145

35,895

(71,008)

Changes in estimated future development costs

(8,895)

(8,155)

3,902

Previously estimated development costs incurred during the period

6,618

5,426

6,411

Net changes due to revisions in quantity estimates

1,720

2,510

(275)

Net change due to extensions, discoveries, and improved recovery

3,479

8,800

2,376

Net change in income taxes

(1,667)

(6,059)

19,976

Accretion of discount

6,955

3,550

8,238

Net change due to purchases and sales of minerals in place

-

-

-

Other

2,938

6,231

2,516

Aggregated change in the standardized measure of discounted future netcash flows for the year

5,200

34,045

(46,876)

 

The discounted value of future cash flows as of December 31, 2010, 2009 and 2008 includes the interest of other noncontrolling shareholders in the amount of US$ 685 million, US$ 892 million and US$ 142 million, respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE QUARTERS ENDED DECEMBER 31 AND SEPTEMBER 30, 2010 AND FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010, 2009 AND 2008

 

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 endedDecember 31, 2010, 2009 and 2008 (the "Consolidated Financial Statements"). Such terms as "Rosneft," "Company" and "Group" in their different forms in this report mean Rosneft Oil Company and its consolidated subsidiaries and affiliated companies. This report presents Rosneft's financial condition and results of operations on a consolidated basis. 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 companies accounted for on an equity basis or under the proportionate consolidation method and 100% for fully consolidated companies.

Except as otherwise indicated, all amounts are provided in millions of US$. All figures are rounded; however, the fluctuations in percentage are provided based on the actual data.

To convert tonnes to barrels a 7.315 ratio is used. To convert thousands of cubic meters of gas to barrels of oil equivalent a 5.883 ratio is used.

Financial and Operating Highlights

For 3 months

ended

%

change

For 12 months ended December 31

December 31, 2010

September 30, 2010

2010

2009

2008

Revenues (US$ million)

17,384

15,471

12.4%

63,047

46,826

68,991

EBITDA (US$ million)

5,377

4,638

15.9%

19,203

13,565

17,108

Adjusted net income (US$ million)

2,958

2,525

17.1%

10,442

6,472

10,449

Crude oil production (th. barrels per day)

2,352

2,332

0.9%

2,322

2,182

2,121

Gas production (bcm)

3.25

2.86

13.6%

12.34

12.68

12.38

Hydrocarbon production (th. boe per day)

2,559

2,515

1.7%

2,521

2,386

2,320

Production of petroleum products (million tonnes)

12.25

12.42

(1.4)%

47.89

47.06

46.44

Main Factors Affecting Results of Operations

Main factors affecting Rosneft's results of operations are:

·; Changes in crude oil, petroleum product and gas prices;

·; RUB/US$ exchange rate and inflation;

·; Taxation (including changes in mineral extraction tax and export customs duty);

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

·; Changes in the production volumes of crude oil, gas and petroleum products.

Changes in prices, export customs duty and transport tariffs can 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 and on numerous speculative factors. Crude oil exported by Rosneft via Transneft's (Russian pipeline monopoly) 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 ESPO pipeline is sold at a special price which is linked to the price for Dubai grade.

Russian domestic market prices of crude oil are difficult to determine, mainly due to the significant intragroup turnover between upstream and downstream segments of the vertically integrated oil companies that together represent approximately 90% of Russia's daily production and 85% of refinery throughput. Moreover, to the extent they exist, crude oil market prices in Russia can significantly deviate from export netbacks due to seasonal oversupply and regional imbalances.

Petroleum product prices in international and Russian 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 are different for different types of petroleum products.

The table below sets forth the average crude oil and petroleum product prices worldwide and in Russia:

For 3 months

ended

 changebetween

3d and 4th quarters

For 12 months

ended December 31

 change

for 12 months

ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010-

2009

2009-

2008

World market

(US$ per barrel)

%

(US$ per barrel)

%

Brent (dated)

86.48

76.86

12.5%

79.47

61.51

96.99

29.2%

(36.6)%

Urals (average CIF Med and NWE)

85.24

75.56

12.8%

78.25

61.01

94.52

28.3%

(35.5)%

Urals (FOB Primorsk)

83.64

75.08

11.4%

76.74

59.51

92.27

29.0%

(35.5)%

Urals (FOB Novorossysk)

83.64

74.89

11.7%

76.76

59.60

91.74

28.8%

(35.0)%

Dubai-Oman

84.38

74.01

14.0%

78.16

61.80

93.80

26.5%

(34.1)%

(US$ per tonne)

(US$ per tonne)

Naphtha (av. FOB/CIF Med)

779.61

643.08

21.2%

698.44

520.59

769.51

34.2%

(32.3)%

Naphtha (av. FOB Rotterdam/CIF NWE)

790.96

655.21

20.7%

710.85

531.19

788.34

33.8%

(32.6)%

Naphtha (CF Japan)

803.33

665.71

20.7%

723.86

553.36

826.51

30.8%

(33.0)%

Fuel oil 3.5% (av. FOB/CIF Med)

463.58

427.69

8.4%

442.26

348.63

463.20

26.9%

(24.7)%

Fuel oil 3.5% (av. FOB Rotterdam/CIF NWE)

464.88

424.06

9.6%

440.79

344.00

457.39

28.1%

(24.8)%

High sulphur fuel oil (FOB Singapore)

494.80

449.00

10.2%

470.35

370.76

510.97

26.9%

(27.4)%

Gasoil 0.1% (av. FOB/CIF Med)

732.69

651.98

12.4%

672.29

520.65

932.45

29.1%

(44.2)%

Gasoil 0.1% (av. FOB Rotterdam/CIF NWE)

732.18

651.71

12.3%

671.84

518.92

923.56

29.5%

(43.8)%

Gasoil 0.5% (FOB Singapore)

723.17

641.14

12.8%

664.70

512.55

888.08

29.7%

(42.3)%

 

Russian market(net of VAT, including excise tax)

(US$ per tonne)

(US$ per tonne)

 

Crude oil

246.59

220.97

11.6%

222.22

182.49

285.47

21.8%

(36.1)%

 

Fuel oil

263.49

252.56

4.3%

252.06

207.89

283.43

21.2%

(26.7)%

 

Summer diesel

506.24

464.23

9.0%

469.45

397.96

724.85

18.0%

(45.1)%

 

Winter diesel

647.22

504.10

28.3%

544.09

452.19

815.75

20.3%

(44.6)%

 

Jet fuel

538.87

471.64

14.3%

490.35

427.04

803.71

14.8%

(46.9)%

 

High octane gasoline

704.18

706.18

(0.3)%

685.07

579.79

815.39

18.2%

(28.9)%

 

Low octane gasoline

589.06

572.50

2.9%

569.00

500.01 

689.11

13.8%

(27.4)%

 

Sources: Platts (world market), Kortes/Argus (Russian market).

The Russian Government regulates the prices of the gas Gazprom sells in Russia. While the regulated price has been rising in Russia and is expected to continue to rise to a level closer to parity with export netbacks, it is currently still significantly below this level.

The regulated price has affected, and is likely to continue to affect, the pricing of the gas Rosneft sells to Gazprom. Rosneft's average gas sale price was RUB 1,347 (excluding VAT) (US$ 43.85 per thousand cubic meters) and RUB 1,272 (US$ 41.55 per thousand cubic meters) in the fourth and third quarters of 2010, respectively.

In 2010, and 2009, Rosneft's average gas sale price was RUB 1,289 (US$ 42.45 per thousand cubic meters) and RUB 1,058 (US$ 33.36 per thousand cubic meters), respectively. In 2008 Rosneft's average gas sale price was RUB 952 (excluding VAT).

US$/RUB Exchange Rate and Inflation 

The US$/RUB exchange rate and inflation in the Russian Federation affect Rosneft's results as most of the Company's revenues from sales of crude oil and petroleum products are denominated in US$, while most of the Company's expenses are denominated in RUB. Thus, the depreciation of the rouble positively affects Rosneft's results, while rouble appreciation has a negative effect.

The table below provides information on exchange rate movements and inflation during the periods analyzed:

For 3 months

ended

For 12 months

ended December 31

December 31, 2010

September 30,2010

2010

2009

2008

Rouble inflation (CPI) for the period

2.6%

1.8%

8.8%

8.8%

13.3%

Change of the average invert exchange rate (RUB/US$) compared to the previous period

(0.3)%

(1.2)%

4.4%

(21.6)%

2.9%

US$/RUB exchange rate at the end of the period

30.48

30.40

30.48

30.24

29.38

Average US$/RUB exchange rate for the period

30.71

30.62

30.37

31.72

24.86

Real appreciation/(depreciation) of the RUB against the US$ compared to the previous period

1.8%

0.2%

11.6%

(12.5)%

17.4%

Taxation

The table below provides information on the average enacted tax rates specific to the Russian oil industry:

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for

12 months endedDecember 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -2009

 2009-2008

Mineral extraction tax

Crude oil (RUB per tonne)

3,453

2,989

15.5%

3,074

2,299

3,329

33.7%

(30.9)%

Natural gas (RUB per th. cubic meters)

147

147

-

147

147

147

-

-

Associated gas (RUB per th. cubic meters)

0

0

-

0

0

0

-

-

Export customs duty

Crude oil (US$ per tonne)

286.97

262.03

9.5%

273.61

179.33

355.23

52.6%

(49.5)%

East Siberian Crude oil (US$ per tonne)

96.30

79.07

21.8%

82.52

-

-

100.0%

-

Light and middle distillates and gasoil (US$ per tonne)

205.63

188.80

8.9%

196.64

133.13

251.63

47.7%

(47.1)%

Liquid fuels (fuel oil) (US$ per tonne)

110.77

101.73

8.9%

105.93

71.71

135.57

47.7%

(47.1)%

Excise on petroleum products

High octane gasoline (RUB per tonne)

3,992

3,992

-

3,992

3,629

3,629

10.0%

-

Low octane gasoline (RUB per tonne)

2,923

2,923

-

2,923

2,657

2,657

10.0%

-

Naphtha (RUB per tonne)

4,290

4,290

-

4,290

3,900

2,657

10.0%

46.8%

Diesel (RUB per tonne)

1,188

1,188

-

1,188

1,080

1,080

10.0%

-

Lubricants (RUB per tonne)

3,246

3,246

-

3,246

 2,951

 2,951

10.0%

-

According to the legislation introduced in the end of 2010 the excise taxes on the petroleum products were increased and linked to the environmental characteristics of the products.

Excise on petroleum products

2011

2012

2013

High octane gasoline (RUB per tonne)

High octane gasoline below euro-3,4,5 (RUB per tonne)

5,995

7,725

9,511

High octane gasoline euro-3 (RUB per tonne)

5,672

7,382

9,151

High octane gasoline euro-4,5 (RUB per tonne)

5,143

6,822

8,560

Naphtha (RUB per tonne)

6,089

7,824

9,617

Diesel (RUB per tonne)

Diesel below euro- 3,4,5 (RUB per tonne)

2,753

4,098

5,500

Diesel euro-3 (RUB per tonne)

2,485

3,814

5,199

Diesel euro-4,5 (RUB per tonne)

2,247

3,562

4,934

Lubricants (RUB per tonne)

4,681

6,072

7,509

Tax rates translated from RUB to US$ at the average exchange rate for the period:

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for

12 months endedDecember 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010-

2009

 2009-

2008

Mineral extraction tax

Crude oil (US$ per tonne)

112.42

97.61

15.2%

101.23

72.47

133.94

39.7%

(45.9)%

Natural gas (US$ per th. cubic meters)

4.79

4.80

(0.3)%

4.84

4.64

5.91

4.3%

(21.5)%

Excise on petroleum products

High octane gasoline (US$ per tonne)

129.99

130.37

(0.3)%

131.44

114.40

145.98

14.9%

(21.6)%

Low octane gasoline (US$ per tonne)

95.18

95.46

(0.3)%

96.25

83.76

106.88

14.9%

(21.6)%

Naphtha (US$ per tonne)

139.69

140.10

(0.3)%

141.26

122.95

106.88

14.9%

15.0%

Diesel (US$ per tonne)

38.68

38.80

(0.3)%

39.12

34.05

43.44

14.9%

(21.6)%

Lubricants (US$ per tonne)

105.70

106.01

(0.3)%

106.88

93.03 

118.70

14.9%

(21.6)%

Tax rates translated from tonnes to barrels:

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for

12 months ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -2009

 2009-2008

Mineral extraction tax on crude oil(US$ per barrel)

15.37

13.34

15.2%

13.84

9.91

18.31

39.7%

(45.9)%

Export duty on crude oil(US$ per barrel)

39.23

35.82

9.5%

37.40

24.51

48.56

52.6%

(49.5)%

Rosneft pays a significant portion of its revenues in taxes, as set out in the following table:

For 3 monthsended

For 12 monthsended December 31

December 31,

2010

September 30, 2010

2010

2009

2008

US$ million

%

of total

revenue

US$ million

%

of total

revenue

US$ million

%

of total

revenue

US$ million

%

of total

revenue

US$ million

%

of total

revenue

Total revenues

17,384

100.0%

15,471

100.0%

63,047

100.0%

46,826

100.0%

68,991

100.0%

Export customs duty

(for oil sales)

3,639

20.9%

3,229

20.9%

13,031

20.7%

9,441

20.2%

17,200

24.9%

Export customs duty

 (for petroleum prod. sales)

953

5.5%

883

5.7%

3,712

5.9%

2,690

5.7%

4,806

7.0%

Mineral extraction tax

2,472

14.2%

2,259

14.6%

9,051

14.3%

6,502

13.9%

12,817

18.6%

Excise tax

281

1.6%

290

1.9%

1,105

1.8%

893

1.9%

1,120

1.6%

Other taxes

177

1.1%

173

1.1%

764

1.2%

666

1.4%

873

1.2%

Income tax

596

3.4%

632

4.1%

2,644

4.2%

2,000

4.3%

1,904

2.8%

Total taxes

8,118

46.7%

7,466

48.3%

30,307

48.1%

22,192

47.4%

38,720

56.1%

The mineral extraction tax and the export customs duty accounted for approximately 40.6% and 41.2% of Rosneft's total revenues in the fourth and third quarters of 2010, respectively. In 2010, 2009 and 2008 the mineral extraction tax and the export customs duty accounted for approximately 40.9%, 39.8% and 50.5% of Rosneft's total revenues.

Mineral Extraction Tax

The rate of mineral extraction tax for crude oil is linked to the Urals price in the international market and changes every month. It is calculated in US$ per tonne of crude oil produced and enacted in RUB per tonne using average exchange rate for the respective month.

The mineral extraction tax rate is calculated by multiplying the base rate of RUB 419 by the adjustment ratio of ((Price ‑ 15) / 261) * Exchange rate, where "Price" is the average Urals price per barrel and "Exchange rate" is the average RUB/US$ exchange rate established by the Central Bank of Russia in the respective month.

According to changes in tax legislation introduced in the end of 2010 the base rate will be increased to RUB 446 from January 1, 2012 and to RUB 470 from January 1, 2013.

The Russian Tax Code provides for reduced or zero mineral extraction tax rate for crude oil produced at certain fields:

- the reduced rate is applicable to crude oil produced at the fields with reserve depletion rate of over 80%; for calculation of the reduced rate a special adjustment ratio (3.8 - 3.5 * reserve depletion rate) is applied; the reduced rate varies therefore from 0.3 to 1.0 of the standard rate;

- the zero tax rate is applicable to high-viscosity crude oil;

- the zero tax rate is applicable during specific time period or for specific volumes of production (depending on what is achieved earlier) at fields in Yakutia, Irkutsk Region, Krasnoyarsk Territory, Nenets Autonomous District, Yamal Peninsula, Azov and Caspian seas, offshore fields located to the north of the Arctic Circle (the exact time period and volume vary by regions where the field is located).

Rosneft benefits from the reduced mineral extraction tax rate as it has several fields with reserve depletion rate of over 80%. Moreover its fields in Irkutsk Region and Krasnoyarsk Territory are subject to the zero mineral extraction tax rate which is applicable for the first 25 million tonnes of production or the first 10 years for a production licence and 15 years for an exploration and production license. The Verkhnechonsk field in the Irkutsk Region developed jointly with TNK-BP and accounted for on an equity basis was put on stream in 2008 and the major Vankor field in the Krasnoyarsk Territory developed by Rosneft was officially launchedin August 2009.

Rosneft has exploration projects in the Azov and Caspian seas and participates in the Sakhalin-1 PSA which is subject to a special tax regime exempting the Company from paying mineral extraction tax.

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 US$ per tonne.

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

Urals price (US$ per tonne)

Export customs duty(US$ per tonne)

Below and including 109.5 (15 US$ per barrel)......................................................

Export customs duty is not levied

Above 109.5 to and including 146(15 to 20 US$ per barrel)............................

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

Above 146 to and including 182.5(20 to 25 US$ per barrel)............................

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

Above 182.5 (25 US$ per barrel)................

US$ 29.2 plus 65% of the difference between the average Urals price in US$ per tonneand US$ 182.5

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

Since the end of 2009, crude oil produced at a number of fields in Eastern Siberia has been subject to a specific export customs duty regime. In particular, zero export duty rate was applicable to the Verkhnechonsk field starting from December 1, 2009 and to the Vankor field starting from January 19, 2010. Starting fromJuly 01, 2010 the zero rate was replaced by a special rate calculated as (Price-50) * 0.45, where "Price" is average Urals price used for the calculation of ordinary export duty.

In 2009 and 2010 export duties were not payable on crude oil exports to CIS countries that are members of the Customs Union except for Belarus. In 2009 export customs duties were levied on crude oil exports to Belarus at the fractional rate of 0.356 of the ordinary rate.

In January 2010, the exports of crude oil to Belarus were taxable at the ordinary export duty rate. Оn January 27, 2010 the Government of Russian Federation and the Government of Belarus signed an agreement on crude oil and petroleum product exports. In accordance with the agreement crude oil exports to Belarus within specific limits established by the Russian Ministry of Energy are exempted from export duty.

In January 2011, the Governments of Russian Federation and Belarus agreed on non taxable export volumes of crude oil to Belarus and a special formula used for the export price.

Export Customs Duty on Petroleum Products

Export customs duty on petroleum products is set every month by the Government simultaneously with the export customs duty on crude oil and is denominated in US$ per tonne. The rate of the export customs duty on petroleum products is linked to the Urals price on the international market. Average Urals price used for petroleum product export customs duty calculation is the same as for the calculation of the crude oil export customs duty. The rate of the export customs duty depends on the type of the product: light (gasoline, diesel, jet) or dark (fuel oil).

Export customs duty on light petroleum products is calculated using the following formula:0.438* (Price * 7.3 - 109.5), where Price is the average Urals price in US$ per barrel. Export customs duty on dark petroleum products is calculated using the following formula: 0.236 * (Price * 7.3 - 109.5).

The Resolution by the Russian Government issued in the end of 2010 provides for the new formulas and gradual equalization of export duties for light and dark petroleum products by 2013. Starting from February 2011 the following formula is used for the export duty rates: "K"x Crude oil export customs duty rate, where "K" is a special coefficient for different petroleum products.

The table below presents "K"-coefficient for the petroleum products set for 2011-2013:

2011

2012

2013

Dark petroleum products

0.467

0.529

0.600

Light petroleum products

0.670

0.640

0.600

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 respectively by Transneft and its subsidiary Transnefteproduct. These companies are natural state‑owned pipeline monopolies. Rosneft also transports crude oil and petroleum products via railway network owned and operated by RZD, another natural state-owned monopoly.

The Federal Tariff Service (the FTS), a governmental body regulating natural monopolies, sets Transneft's and Transnefteproduct's base tariff for transportation of crude oil and petroleum products respectively, which includes a dispatch tariff, a pumping tariff, loading, charge-discharge, transshipment and other tariffs. Tariffs' indexation for railroad transportation is also set by FTS. The tariffs are set in rubles and are not linked to the RUB/US$ exchange rate.

The monopolies set tariffs for each separate route of the pipeline and railroad networks depending on the length of the relevant routes, transportation direction and other factors. In 2010 Transneft increased its tariffs three times, in January, August and December, by 15.9%, 3.3% and 9.9%, respectively. In January 2010 tariffs for rail road transportation were raised by 9.4%. In February 2010 tariffs for pipeline exports of petroleum products were increased by 10.4% and tariffs for transportation within Russia were raised by 2.2%. The increase in transportation tariffs by natural monopolies for all directions exceeded inflation in 2010. In January 2011 tariffs for rail road transportation were raised by another 8.0%

The table below presents tariffs applied for major transportation routes used by Rosneft:

For 3 months

ended

 changebetween

3d and 4th quarters

For 12 months

ended December 31

 change for12 months ended

December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010-

2009

 2009-

2008

(RUB/tonne)

(%)

(RUB/tonne)

(%)

CRUDE OIL

Domestic

Pipeline

Yugansk - Samara refineries

677.81

649.56

4.3%

648.55

531.57

417.75

22.0%

27.2%

Samara - Samara refineries

42.94

41.26

4.1%

41.29

34.95

28.41

18.1%

23.0%

Yugansk - Angarsk refinery

1,127.95

1,084.36

4.0%

1,084.52

897.87

720.08

20.8%

24.7%

Purpe - Tuapse refinery

1,399.23

1,341.83

4.3%

1,340.59

1,110.14

877.62

20.8%

26.5%

Tomsk - Achinsk refinery

310.06

298.05

4.0%

297.42

245.66

194.63

21.1%

26.2%

Pipeline and railroad

Yugansk - Komsomolsk refinery

3,644.26

3,611.15

0.9%

3,606.61

3,036.42

2,838.45

18.8%

7.0%

Exports

Pipeline

Yugansk - Primorsk

1,189.23

1,157.58

2.7%

1,163.86

968.19

786.86

20.2%

23.0%

Yugansk - Novorossysk

1,346.92

1,307.43

3.0%

1,307.20

1,099.32

865.03

18.9%

27.1%

Vankor (Purpe)-Primorsk

1,518.51

1,470.23

3.3%

1,470.76

-

-

-

-

Vankor (Purpe)-Kozmino

1,684.23

1,633.14

3.1%

1,634.15

-

-

-

-

Pipeline and railroad

Yugansk - Chinа (through Meget)

2,820.54

2,785.63

1.3%

2,822.62

2,522.06

2,341.35

11.9%

7.7%

PETROLEUM PRODUCT EXPORTS

Diesel

Samara refineries - Ventspils

1,619.53

1,618.50

0.1%

1,596.28

1,473.09

1,256.34

8.4%

17.3%

Angarsk refinery - Nakhodka

3,615.65

3,615.65

0.0%

3,615.65

3,206.08

2,896.85

12.8%

10.7%

Komsomolsk refinery - Nakhodka

1,419.03

1,419.03

0.0%

1,419.03

1,256.94

1,125.26

12.9%

11.7%

Achinsk refinery - Tuapse

4,069.43

4,069.43

0.0%

4,069.43

3,608.78

3,258.20

12.8%

10.8%

Fuel oil

Samara refineries - Odessa

2,579.51

2,579.51

0.0%

2,579.51

2,338.62

1,951.22

10.3%

19.9%

Angarsk refinery - Nakhodka

3,670.78

3,670.78

0.0%

3,670.78

3,257.66

2,877.00

12.7%

13.2%

Komsomolsk refinery - Nakhodka

1,374.87

1,374.87

0.0%

1,374.87

1,220.14

1,077.54

12.7%

13.2%

Achinsk refinery - Nakhodka

4,528.16

4,528.16

0.0%

4,528.16

4,018.57

3,549.01

12.7%

13.2%

Naphtha

Samara refineries - Tuapse

1,740.94

1,740.94

0.0%

1,740.94

1,541.66

1,385.04

12.9%

11.3%

Achinsk refinery - Tuapse

3,995.98

3,995.98

0.0%

3,995.98

3,543.16

3,211.97

12.8%

10.3%

Angarsk refinery - Nakhodka

3,512.37

3,512.37

0.0%

3,512.37

3,113.97

2,824.48

12.8%

10.2%

Komsomolsk refinery - Nakhodka

1,393.50

1,393.50

0.0%

1,393.50

1,233.91

1,107.27

12.9%

11.4%

Source: Transneft, Transnefteproduct, RZD, Rosneft. Tariffs include transshipment at non-Rosneft terminals. The data is provided for major routes at each direction.

 

The table below presents tariffs applied for major transportation routes used by Rosneft translated from RUB to US$ at the average exchange rate for the respective periods:

 

For 3 months

ended

 changebetween

3d and 4th quarters

For 12 months

ended December 31

 change for12 months ended

December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010-

2009

2009-

2008

(US$/tonne)

(%)

(US$/tonne)

(%)

CRUDE OIL

Domestic

Pipeline

Yugansk - Samara refineries

22.07

21.21

4.1%

21.36

16.76

16.81

27.4%

(0.3)%

Samara - Samara refineries

1.40

1.35

3.7%

1.36

1.10

1.14

23.6%

(3.5)%

Yugansk - Angarsk refinery

36.73

35.41

3.7%

35.71

28.30

28.97

26.2%

(2.3)%

Purpe - Tuapse refinery

45.56

43.82

4.0%

44.14

34.99

35.31

26.2%

(0.9)%

Tomsk - Achinsk refinery

10.10

9.73

3.8%

9.79

7.74

7.83

26.5%

(1.1)%

Pipeline and railroad

Yugansk - Komsomolsk refinery

118.66

117.93

0.6%

118.76

95.72

114.20

24.1%

(16.2)%

Exports

Pipeline

Yugansk - Primorsk

38.72

37.80

2.4%

38.32

30.52

31.66

25.6%

(3.6)%

Yugansk - Novorossysk

43.86

42.70

2.7%

43.04

34.65

34.80

24.2%

(0.4)%

Vankor(Purpe)-Primorsk

49.44

48.02

3.0%

48.43

-

-

-

-

Vankor(Purpe)-Kozmino

54.84

53.34

2.8%

53.81

-

-

-

-

Pipeline and railroad

Yugansk - Chinа (through Meget)

91.84

90.97

1.0%

92.94

79.50

94.20

16.9%

(15.6)%

PETROLEUM PRODUCT EXPORTS

Diesel

Samara refineries - Ventspils

52.73

52.86

(0.2)%

52.56

46.44

50.55

13.2%

(8.1)%

Angarsk refinery - Nakhodka

117.73

118.08

(0.3)%

119.06

101.06

116.55

17.8%

(13.3)%

Komsomolsk refinery - Nakhodka

46.20

46.34

(0.3)%

46.73

39.62

45.27

17.9%

(12.5)%

Achinsk refinery - Tuapse

132.50

132.90

(0.3)%

134.00

113.76

131.09

17.8%

(13.2)%

Fuel oil

Samara refineries - Odessa

83.99

84.24

(0.3)%

84.94

73.72

78.50

15.2%

(6.1)%

Angarsk refinery - Nakhodka

119.52

119.88

(0.3)%

120.87

102.69

115.75

17.7%

(11.3)%

Komsomolsk refinery - Nakhodka

44.77

44.90

(0.3)%

45.27

38.46

43.35

17.7%

(11.3)%

Achinsk refinery - Nakhodka

147.44

147.88

(0.3)%

149.10

126.68

142.79

17.7%

(11.3)%

Naphtha

Samara refineries - Tuapse

56.69

56.86

(0.3)%

57.33

48.60

55.72

18.0%

(12.8)%

Achinsk refinery - Tuapse

130.11

130.50

(0.3)%

131.58

111.69

129.23

17.8%

(13.6)%

Angarsk refinery - Nakhodka

114.37

114.71

(0.3)%

115.66

98.16

113.64

17.8%

(13.6)%

Komsomolsk refinery - Nakhodka

45.37

45.51

(0.3)%

45.89

38.90

44.55

18.0%

(12.7)%

 

Rosneft operates proprietary transportation and transhipment facilities which allow to optimise netbacks. These facilities include: the Arkhangelsk, De-Kastri, Tuapse and Nakhodka export terminals, the Okha- Komsomolsk-on-Amur pipeline, Vankor-Purpe pipeline and the Caspian Pipeline Consortium pipeline in which Rosneft has a stake through a joint venture "Rosneft Shell Caspian Ventures Ltd" (Cyprus).

 

Production of Crude Oil

Rosneft has twelve 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 accounted for using proportionate consolidation method. In addition, Rosneft participates in four production joint ventures accounted for using the equity method (Tomskneft - 50.0%, Udmurtneft - 49.6%, Polar Lights - 50.0%, Verknechonskneftegaz - 25.94%).

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

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for12 months ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010-

2009

2009-

2008

(million of barrels, except %)

Yuganskneftegaz (Western Siberia)

123.54

122.77

0.6%

483.23

485.40

480.29

(0.4)%

1.1%

Samaraneftegaz (Central Russia)

19.38

19.25

0.7%

75.80

73.81

70.27

2.7%

5.0%

Purneftegaz (Western Siberia)

13.28

13.14

1.1%

52.68

57.15

60.61

(7.8)%

(5.7)%

Vankorneft (Eastern Siberia)

24.02

24.27

(1.0)%

92.90

26.63

0.06

248.9%

>1,000.0%

Severnaya Neft (Timan Pechora)

7.17

7.32

(2.0)%

29.87

34.81

39.13

(14.2)%

(11.0)%

Sakhalin-1 (Far East)(net of royalty and government share)

3.07

1.61

90.7%

9.19

10.09

11.95

(8.9)%

(15.6)%

Other

8.45

8.85

(4.5)%

35.40

40.17

45.37

(11.9)%

(11.5)%

Crude oil production by fully and proportionately consolidated enterprises

198.91

197.21

0.9%

779.07

728.06

707.68

7.0%

2.9%

Tomskneft(Western Siberia)

9.53

9.52

0.1%

37.67

39.75

41.64

(5.2)%

(4.5)%

Udmurtneft (Central Russia)

5.86

5.85

0.2%

23.17

23.01

22.77

0.7%

1.1%

Polar Lights (Timan Pechora)

0.59

0.63

(6.3)%

2.56

3.34

3.89

(23.4)%

(14.1)%

Verkhnechonskneftegaz (Eastern Siberia)

1.45

1.35

7.4%

4.94

2.24

0.29

120.5%

672.4%

Other

-

-

-

-

-

0.03

-

(100.0)%

Total share in production of joint ventures

17.43

17.35

0.5%

68.34

68.34

68.62

-

(0.4)%

Total crude oil production

216.34

214.56

0.8%

847.41

796.40

776.30

6.4%

2.6%

Daily crude oil production

(th. barrels per day)

2,352

2,332

0.9%

2,322

2,182

2,121

6.4%

2.9%

In the fourth quarter of 2010 Rosneft's average daily crude oil production reached 2,352 th. barrels per day, which was 0.9% higher than in the third quarter of 2010. The increase was primarily driven by production growth at Salhalin-1 due to the launch of production at Odoptu field. Crude oil production also increased at Yuganskneftegaz due to higher than expected flow rates of new wells, more wells drilled within the planned budget and more efficient well interventions. Other growth drivers were Verkhnechonskneftegaz and Samaraneftegaz. In Q4 2010 daily production at Verkhnechonsk field in Eastern Siberia, which was launched in 2008, was ahead of plan due to higher than expected flow rates. Samaraneftegaz demonstrated production growth despite high level of reserve depletion due to efficient placement of new wells and application of advanced oil recovery methods.

In 2010 Rosneft's average daily crude oil production was 2,322 th. barrels per day, which was 6.4% higher than in 2009. The growth was driven primarily by commercial production launch at the Vankor field in July 2009 as well as production growth at the Verkhnechonsk field and Samaraneftegaz fields.

In 2009 Rosneft's average daily crude oil production was 2,182 th. barrels per day, which was 2.9% higher than in 2008. Commercial production launch at the Vankor field in July 2009 and at the Verkhnechonsk field in the fourth quarter of 2008 made considerable contribution to the overall production increase. Other main growth factors were Samaraneftegaz and Yuganskneftegaz. Overall production growth was partially offset by the natural decline in production at the fields of Severnaya Neft, Purneftegaz, Tomskneft and a number of other producing enterprises.

Production of Gas

The table below sets forth Rosneft's gas production*:

For 3 months

ended

% change beteen

3d and 4th quarters

For 12 months

ended December 31

% change for

12 months ended December 31

December

31, 2010

September

30, 2010

2010

2010

2009

2008

2010-

2009

2009-

2008

(bcm, except %)

Purneftegaz (Western Siberia)

0.91

0.87

4.6%

3.60

3.76

3.94

(4.3)%

(4.6)%

Yuganskneftegaz (Western Siberia)

0.70

0.64

9.4%

2.65

2.62

1.92

1.1%

36.5%

Krasnodarneftegaz (Southern Russia)

0.71

0.62

14.5%

2.71

2.93

3.02

(7.5)%

(3.0)%

Samaraneftegaz (Central Russia)

0.14

0.12

16.7%

0.47

0.39

0.33

20.5%

18.2%

Severnaya Neft (Timan Pechora)

0.07

0.07

-

0.28

0.29

0.32

(3.4)%

(9.4)%

Sakhalin-1 (Far East)(net of royalty and government share)

0.07

0.04

75.0%

0.29

0.26

0.26

11.5%

-

Other

0.43

0.35

22.9%

1.63

1.61

1.68

1.2%

(4.2)%

Gas production by fully and proportionately consolidated enterprises

3.03

2.71

11.8%

11.63

11.86

11.47

(1.9)%

3.4%

Tomskneft (after sale in 2007)(Western Siberia)

0.20

0.14

42.9%

0.65

0.77

0.86

(15.6)%

(10.5)%

Udmurtneft (Central Russia)

0.01

0.01

-

0.04

0.03

0.03

33.3%

-

Polar Lights (Timan Pechora)

0.01

0.00

-

0.02

0.02

0.02

-

-

Total share in production of joint ventures

0.22

0.15

46.7%

0.71

0.82

0.91

(13.4)%

(9.9)%

Total gas production

3.25

2.86

13.6%

12.34

12.68

12.38

(2.7)%

2.4%

Natural gas

1.21

1.09

11.0%

4.67

4.90

5.48

(4.7)%

(10.6)%

Associated gas

2.04

1.77

15.3%

7.67

7.78

6.90

1.4%

12.8%

* Production volume equals extracted volume minus flared volume.

In the fourth quarter of 2010 Rosneft's natural and associated gas production was 3.25 bcm, which was 13.6% higher than in the third quarter of 2010. The increase resulted from seasonal demand fluctuations, increase in crude oil production, turnaround works at Sakhalin-1 project in the third quarter of 2010, as well as recovery of gas production volumes at Tomskneft fields following the completion of repairs at the Lugenetskaya compression station.

In 2010 Rosneft's natural and associated gas production was 2.7% lower than in 2009, primarily as a result of required maintenance at Lugenetskaya compression station, as well as decrease in demand for gas produced by Krasnodarneftegaz and decrease in crude oil production at Purneftegaz. The decrease was partially offset by production growth at Yuganskneftegaz and Samaraneftegaz and due to the progress with associated gas utilization programme.

In 2009 Rosneft's natural and associated gas production was 12.68 bcm, which was 2.4% higher than in 2008. Main growth factor was the launch of the first gas compression station at the Priobskoe field of Yuganskneftegaz at the end of 2008, enabling an increase in associated gas deliveries to the Yuzhno-Balyksky gas processing plant by 700 mcm per year and reduction of gas flaring by the same volume.

Rosneft is implementing a programme aimed at increasing associated gas utilisation rate. The programme envisages construction of gas gathering facilities, booster compression stations and underground storage facilities as well as gas power stations.

 

Petroleum Product Output

Rosneft processes produced and procured crude oil at its refineries, including the Tuapse refinery on the Black Sea in the South of Russia, the Komsomolsk refinery in the Russian Far East, the Achinsk and Angarsk refineries in Eastern Siberia and the Kuibyshev, Novokuibyshevsk and Syzran refineries in the Samara region (European part of Russia).

Rosneft also owns four mini-refineries (in Western Siberia, Eastern Siberia, Timan-Pechora and the southern part of European Russia), OJSC Angarsk polymer plant (petrochemical block of the Angarsk refinery), LLC Novokuibyshevsk lubricants and additives plant (lubricants block of the Novokuibyshevsk refinery) and OJSC Rosneft-MZ Nefteprodukt (lubricants plant in Moscow).

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

For 3 months

ended

% changebetween 3d and 4th quarters

For 12 months

ended December 31

% change for12 months ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

 2010-

2009

 2009-

2008

(million of tonnes, except %)

Crude oil processing at Rosneft's refineries

12.94

13.08

(1.1)%

50.49

49.83

49.57

1.3%

0.5%

Product output:

High octane gasoline

1.33

1.30

2.3%

4.92

4.82

4.47

2.1%

7.8%

Low octane gasoline

0.39

0.36

8.3%

1.53

1.37

1.77

11.7%

(22.6)%

Naphtha

0.74

0.79

(6.3)%

3.13

3.40

2.98

(7.9)%

14.1%

Diesel

4.37

4.34

0.7%

16.84

17.01

16.69

(1.0)%

1.9%

Fuel oil

4.45

4.43

0.5%

17.39

16.47

15.65

5.6%

5.2%

Jet

0.25

0.35

(28.6)%

1.10

1.10

1.63

0.5%

(32.5)%

Petrochemicals

0.12

0.12

-

0.52

0.48

0.72

8.3%

(33.3)%

Other

0.60

0.73

(17.8)%

2.46

2.41

2.53

2.1%

(4.7)%

Total

12.25

12.42

(1.4)%

47.89

47.06

46.44

1.8%

1.3%

In the fourth quarter of 2010, Rosneft's refinery throughput was 1.4% lower than in the third quarter of 2010. This was a result of planned turnarounds at Samara refineries. The decrease in jet output resulted from the fluctuations of domestic demand for this product and seasonal increase in demand for winter fuels.

In 2010 Rosneft's refinery throughput was1.8% higher than in 2009. The increase in production of fuel oil was due to a decrease of potential light fractions content in the oil processed at Kuibyshev, Novokuibyshevsk, Tuapse and Komsomolsk refineries, as well as decrease in demand for products produced from fuel oil.

In 2009 Rosneft's refinery throughput was 1.3% higher than in 2008. Decreased demand for low octane gasoline from its main consumers, Russian agricultural enterprises, together with regulatory limitations on retail sales of low octane gasoline led to overall decrease in this petroleum product output in 2009 compared with 2008. At the same time domestic demand for high octane gasoline was steadily growing in 2009 after the sharp decrease in the fourth quarter of 2008. Decrease in production of petrochemicals in 2009 was primarily due to the fall in demand and prices for these products

Results of Operations

The following table sets forth the statement of income information both in absolute values and as a percentage of total revenues:

For 3 months ended

December 31, 2010

September 30, 2010

Change

% of total revenue

% of total revenue

%

(US$ million, except %)

Revenues

Oil and gas sales

9,827

56.6%

8,289

53.6%

18.6%

Petroleum products and petrochemicals sales

7,138

41.0%

6,758

43.7%

5.6%

Support services and other revenues

419

2.4%

424

2.7%

(1.2)%

Total revenues

17,384

100.0%

15,471

100.0%

12.4%

Cost and expenses

Production and operating expenses

1,393

8.0%

1,174

7.6%

18.7%

Cost of purchased oil, gas and petroleum products

639

3.7%

617

4.0%

3.6%

General and administrative expenses

472

2.7%

425

2.7%

11.1%

Pipeline tariffs and transportation costs

1,763

10.1%

1,701

11.0%

3.6%

Exploration expenses

218

1.2%

82

0.5%

165.9%

Depreciation, depletion and amortisation

1,578

9.1%

1,399

9.0%

12.8%

Accretion expense

27

0.2%

26

0.2%

3.8%

Taxes other than income tax

2,930

16.9%

2,722

17.6%

7.6%

Export customs duty

4,592

26.4%

4,112

26.6%

11.7%

Total cost and expenses

13,612

78.3%

12,258

79.2%

11.0%

Operating income

3,772

21.7%

3,213

20.8%

17.4%

Other income/(expenses)

Interest income

150

0.9%

148

1.0%

1.4%

Interest expense

(83)

(0.5)%

(155)

(1.0)%

(46.5)%

Loss on disposal of non-current assets

(75)

(0.4)%

(26)

(0.2)%

188.5%

Impairment loss

(31)

(0.2)%

-

-

(100.0)%

Gain/(loss) on disposal of investments

9

0.1%

(4)

0.0%

(325.0)%

Equity share in affiliates' losses

(7)

(0.1)%

(1)

0.0%

600.0%

Dividends and income from joint ventures

5

0.0%

12

0.1%

(58.3)%

Other (expenses)/income, net

(104)

(0.6)%

7

0.0%

(1,586)%

Foreign exchange gain

16

0.1%

6

0.0%

166.7%

Total other expenses

(120)

(0.7)%

(13)

(0.1)%

823.1%

Income before income tax and minority interest

3,652

21.0%

3,200

20.7%

14.1%

Income tax

(596)

(3.4)%

(632)

(4.1)%

(5.7)%

Net income

3,056

17.6%

2,568

16.6%

19.0%

Less: net income attributable

to noncontrolling interests

(53)

(0.3)%

(78)

(0.5)%

(32.0)%

Net income attributable to Rosneft

3,003

17.3%

2,490

16.1%

20.6%

Other comprehensive (loss)/income

(1)

0.0%

3

0.0%

(133.3)%

Comprehensive income

3,002

17.3%

2,493

16.1%

20.4%

 

The table below provides information on the Results of Operations for the period 2010, 2009 and 2008:

For 12 months

ended December 31

% change for 12 months

ended December 31

2010

2009

2008

2010 -2009

2009 -2008

(US$ million, except %)

Revenues

Oil and gas sales

34,767

24,820

36,102

40.1%

(31.3)%

Petroleum products and petrochemicals sales

26,660

20,736

31,470

28.6%

(34.1)%

Support services and other revenues

1,620

1,270

1,419

27.6%

(10.5)%

Total revenues

63,047

46,826

68,991

34.6%

(32.1)%

Cost and expenses

Production and operating expenses

4,792

4,024

4,572

19.1%

(12.0)%

Cost of purchased oil, gas and petroleum products

2,386

1,890

2,942

26.2%

(35.8)%

General and administrative expenses

1,584

1,416

1,632

11.9%

(13.2)%

Pipeline tariffs and transportation costs

6,980

5,414

5,673

28.9%

(4.6)%

Exploration expenses

439

325

248

35.1%

31.0%

Depreciation, depletion and amortisation

5,597

4,350

3,983

28.7%

9.2%

Accretion expense

107

87

120

23.0%

(27.5)%

Taxes other than income tax

10,920

8,061

14,810

35.5%

(45.6)%

Export customs duty

16,743

12,131

22,006

38.0%

(44.9)%

Total cost and expenses

49,548

37,698

55,986

31.4%

(32.7)%

Operating income

13,499

9,128

13,005

47.9%

(29.8)%

Other income/(expenses)

Interest income

547

516

375

6.0%

37.6%

Interest expense

(580)

(605)

(1,112)

(4.1)%

(45.6)%

Loss on disposal of non-current assets

(156)

(350)

(58)

(55.4)%

503.4%

Impairment loss

(31)

-

-

100.0%

-

Gain on disposal of investments

23

5

22

360.0%

(77.3)%

Equity share in affiliates' profits/(loss)

60

112

(7)

(46.4)%

1,700.0%

Dividends and income/(loss) from joint ventures

11

(8)

(11)

(237.5)%

(27.3)%

Impairment loss

-

-

(108)

-

(100.0)%

Other expenses, net

(89)

(350)

(135)

(74.6)%

159.3%

Foreign exchange gain

32

71

1,148

(54.9)%

(93.8)%

Total other (expenses)/income

(183)

(609)

114

(70.0)%

(634.2)%

Income before income tax and minority interest

13,316

8,519

13,119

56.3%

(35.1)%

Income tax

(2,644)

(2,000)

(1,904)

32.2%

5.0%

Net income

10,672

6,519

11,215

63.7%

(41.9)%

Less: net income attributable

to noncontrolling interests

(272)

(5)

(95)

5,340%

(94.7)%

Net income attributable to Rosneft

10,400

6,514

11,120

59.7%

(41.4)%

Other comprehensive income/(loss)

2

18

(40)

(88.9)%

145.0%

Comprehensive income

10,402

6,532

11,080

59.2%

(41.0)%

Revenues

In the fourth quarter of 2010 revenues were 12.4% higher than in the third quarter of 2010 and amounted to US$ 17,384 million. Revenue growth mainly resulted from increase in market prices of crude oil and petroleum products.

In 2010 revenues were 34.6% higher compared to 2009, which was driven by substantial increase in prices and volumes growth. For example, Urals price increased by 28.3% and the world market prices for diesel and fuel oil rose by 29.7% and 28.1% respectively. Sales volumes growth by 6.7% is attributable to increased production and refinery throughput.

Revenues were US$ 46,826 million in 2009, a 32.1% decrease compared with 2008. The decrease was due to fall in average crude oil and petroleum product prices, which was partially offset by a 2.8% increase in total crude oil and product sales volumes.

The table below presents revenues from sales of crude oil, gas, petroleum and petrochemical products:

For 3 months

ended

changebetween

 3d and4th quarters

For 12 months

ended December 31

change for12 months

ended

December 31

 

December

 31, 2010

September

 30, 2010

2010

2010

2009

2008

2010 -

2009

 2009-

2008

%of total revenue

%of total revenue

%

%of total revenue

%of total revenue

%of total revenue

%

 

(US$ million, except %)

 

Crude oil

 

Export, excluding CIS

9,276

53.4%

7,894

51.1%

17.5%

32,719

51.9%

23,019

49.1%

33,463

48.5%

42.1%

(31.2)%

 

Europe and other directions

6,326

36.4%

5,840

37.8%

8.3%

22,895

36.3%

18,275

39.0%

25,648

37.2%

25.3%

(28.7)%

 

Asia

2,950

17.0%

2,054

13.3%

43.6%

9,824

15.6%

4,744

10.1%

7,815

11.3%

107.1%

(39.3)%

 

CIS

359

2.1%

249

1.6%

44.2%

1,363

2.2%

1,313

2.8%

2,084

3.0%

3.8%

(37.0)%

 

Domestic

78

0.4%

55

0.3%

41.8%

269

0.4%

134

0.3%

154

0.2%

100.7%

(13.0)%

 

Total crude oil

9,713

55.9%

8,198

53.0%

18.5%

34,351

54.5%

24,466

52.2%

35,701

51.7%

40.4%

(31.5)%

 

 

Gas

114

0.7%

91

0.6%

25.3%

416

0.7%

354

0.8%

401

0.6%

17.5%

(11.7)%

 

 

Petroleum products

 

Export, excluding CIS

3,672

21.1%

3,328

21.5%

10.3%

14,141

22.4%

11,622

24.8%

16,163

23.4%

21.7%

(28.1)%

 

Europe and other directions

2,170

12.5%

1,812

11.7%

19.8%

8,156

12.9%

6,727

14.4%

9,607

13.9%

21.2%

(30.0)%

 

Asia

1,502

8.6%

1,516

9.8%

(0.9)%

5,985

9.5%

4,895

10.4%

6,556

9.5%

22.3%

(25.3)%

 

CIS

42

0.2%

56

0.4%

(25.0)%

172

0.3%

144

0.3%

743

1.1%

19.4%

(80.6)%

 

Domestic

3,124

18.0%

3,044

19.7%

2.6%

11,192

17.7%

8,304

17.8%

13,707

19.8%

34.8%

(39.4)%

 

Wholesale

2,031

11.7%

1,964

12.7%

3.4%

7,241

11.4%

5,183

11.1%

9,501

13.7%

39.7%

(45.4)%

 

Retail

1,093

6.3%

1,080

7.0%

1.2%

3,951

6.3%

3,121

6.7%

4,206

6.1%

26.6%

(25.8)%

 

Sales of bunker fuel to end-users

199

1.1%

233

1.5%

(14.6)%

739

1.2%

426

0.9%

453

0.7%

73.5%

(6.0)%

 

Total petroleum products

7,037

40.4%

6,661

43.1%

5.6%

26,244

41.6%

20,496

43.8%

31,066

45.0%

28.0%

(34.0)%

 

 

Petrochemical products

101

0.6%

97

0.6%

4.1%

416

0.6%

240

0.5%

404

0.6%

73.3%

(40.6)%

 

Support services and other revenues

419

2.4%

424

2.7%

(1.2)%

1,620

2.6%

1,270

2.7%

1,419

2.1%

27.6%

(10.5)%

 

Total sales

17,384

100.0%

15,471

100.0%

12.4%

63,047

100.0%

46,826

100.0%

68,991

100.0%

34.6%

(32.1)%

 

 

Sales Volumes

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

For 3 months

ended

changebetween

3d and4th quarters

For 12 months

ended December 31

change for 12 months

ended

December 31

December

31, 2010

September

30, 2010

2010

2010

2009

2008

2010 -2009

2009-2008

Crude oil

mln

bbls

% of total volume

mln

bbls

% of total volume

%

mln

bbls

% of total volume

mln

bbls

% of total volume

mln

bbls

% of total volume

%

Export, excluding CIS

109.28

53.0%

105.04

51.0%

4.0%

420.46

51.8%

381.33

50.1%

359.46

48.6%

10.3%

6.1%

Europe and other directions

75.05

36.4%

77.83

37.8%

(3.6)%

296.84

36.6%

304.30

40.0%

280.68

37.9%

(2.5)%

8.4%

Asia

34.23

16.6%

27.21

13.2%

25.8%

123.62

15.2%

77.03

10.1%

78.78

10.7%

60.5%

(2.2)%

CIS

5.56

2.7%

4.91

2.4%

13.2%

24.51

3.0%

30.58

4.0%

36.72

5.0%

(19.8)%

(16.7)%

Domestic

2.34

1.1%

1.90

0.9%

23.2%

8.85

1.1%

4.97

0.7%

3.88

0.5%

78.1%

28.1%

Total crude oil

117.18

56.8%

111.85

54.3%

4.8%

453.82

55.9%

416.88

54.8%

400.06

54.1%

8.9%

4.2%

Crude oil

mln tonnes

mln tonnes

mln tonnes

mln tonnes

mln tonnes

Export, excluding CIS

14.94

53.0%

14.36

51.0%

4.0%

57.48

51.8%

52.13

50.1%

49.14

48.6%

10.3%

6.1%

Europe and other directions

10.26

36.4%

10.64

37.8%

(3.6)%

40.58

36.6%

41.60

40.0%

38.37

37.9%

(2.5)%

8.4%

Asia

4.68

16.6%

3.72

13.2%

25.8%

16.90

15.2%

10.53

10.1%

10.77

10.7%

60.5%

(2.2)%

CIS

0.76

2.7%

0.67

2.4%

13.2%

3.35

3.0%

4.18

4.0%

5.02

5.0%

(19.8)%

(16.7)%

Domestic

0.32

1.1%

0.26

0.9%

23.2%

1.21

1.1%

0.68

0.7%

0.53

0.5%

78.1%

28.1%

Total crude oil

16.02

56.8%

15.29

54.3%

4.8%

62.04

55.9%

56.99

54.8%

54.69

54.1%

8.9%

4.2%

Petroleum products

Export, excluding CIS

6.02

21.4%

6.47

23.0%

(7.0)%

25.51

23.0%

27.15

26.2%

24.89

24.6%

(6.0)%

9.1%

Europe and other directions

3.71

13.2%

3.73

13.3%

(0.5)%

15.39

13.9%

16.38

15.8%

15.43

15.2%

(6.0)%

6.2%

Asia

2.31

8.2%

2.74

9.7%

(15.7)%

10.12

9.1%

10.77

10.4%

9.46

9.4%

(6.0)%

13.8%

CIS

0.06

0.2%

0.10

0.4%

(40.0)%

0.30

0.3%

0.36

0.3%

1.05

1.0%

(16.7)%

(65.7)%

Domestic

5.40

19.2%

5.53

19.6%

(2.4)%

20.49

18.5%

17.60

16.9%

18.97

18.7%

16.4%

(7.2)%

Wholesale

3.98

14.1%

4.13

14.6%

(3.6)%

15.23

13.8%

12.83

12.3%

14.48

14.3%

18.7%

(11.4)%

Retail

1.42

5.1%

1.40

5.0%

1.4%

5.26

4.7%

4.77

4.6%

4.49

4.4%

10.3%

6.2%

Sales of bunker fuel to end-users

0.48

1.7%

0.59

2.1%

(18.6)%

1.83

1.6%

1.20

1.2%

0.85

0.9%

52.5%

41.2%

Total petroleum products

11.96

42.5%

12.69

45.1%

(5.8)%

48.13

43.4%

46.31

44.6%

45.76

45.2%

3.9%

1.2%

Petrochemical products

0.20

0.7%

0.17

0.6%

17.6%

0.74

0.7%

0.66

0.6%

0.68

0.7%

12.1%

(2.9)%

Total crude oil and products

28.18

100.0%

28.15

100.0%

0.1%

110.91

100.0%

103.96

100.0%

101.13

100.0%

6.7%

2.8%

Gas

bcm

bcm

bcm

bcm

bcm

Sales volumes

2.60

2.19

18.7%

9.80

10.61

10.33

(7.6)%

2.7%

 

Average Crude Oil and Petroleum Product Sales Prices 

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

3 months ended December 31, 2010

3 months ended September 30, 2010

% change between 3d and 4th quarters

2010

2009

2008

% change for12 months ended

December 31

Average export prices

(US$/barrel)

(US$/tonne)

(US$/barrel)

(US$/tonne)

2010

(US$/barrel)

(US$/tonne)

(US$/barrel)

(US$/tonne)

(US$/barrel)

(US$/tonne)

 2010 -2009

 2009-2008

Crude oil, excluding CIS

84.88

620.88

75.15

549.72

12.9%

77.82

569.22

60.37

441.57

93.09

680.97

28.9%

(35.2)%

Europe and other directions

84.29

616.57

75.04

548.87

12.3%

77.13

564.19

60.06

439.30

91.38

668.44

28.4%

(34.3)%

Asia

86.18

630.34

75.49

552.15

14.2%

79.47

581.30

61.59

450.52

99.20

725.63

29.0%

(37.9)%

Crude oil, CIS

64.57

472.37

50.71

371.64

27.1%

55.61

406.87

42.94

314.11

56.75

415.14

29.5%

(24.3)%

Petroleum products, excluding CIS

609.97

514.37

18.6%

554.33

428.07

649.38

29.5%

(34.1)%

Europe and other directions

584.91

485.79

20.4%

529.95

410.68

622.62

29.0%

(34.0)%

Asia

650.22

553.28

17.5%

591.40

454.50

693.02

30.1%

(34.4)%

Petroleum products, CIS

700.00

560.00

25.0%

573.33

400.00

707.62

43.3%

(43.5)%

Average domestic prices

Crude oil

33.33

243.75

28.95

211.54

15.2%

30.40

222.31

26.96

197.06

39.69

290.57

12.8%

(32.2)%

Petroleum products

578.52

550.45

5.1%

546.22

471.82

722.56

15.8%

(34.7)%

Wholesale

510.30

475.54

7.3%

475.44

403.98

656.15

17.7%

(38.4)%

Retail

769.72

771.43

(0.2)%

751.14

654.30

936.75

14.8%

(30.2)%

Gas (US$/thousand cubic meter)

43.85

41.55

5.5%

42.45

33.36

38.82

27.2%

(14.1)%

Sales of bunker fuel to end-users

414.58

394.92

5.0%

403.83

355.00

532.94

13.8%

(33.4)%

Petrochemical products

505.00

570.59

(11.5)%

562.16

363.64

594.12

54.6%

(38.8)%

Crude Oil Export Sales to non-CIS

Revenues from crude oil exports to non-CIS countries in the fourth quarter of 2010 were US$ 9,276 million which is an increase of 17.5% quarter-on-quarter. Average prices upturn of 12.9% (favourable impact on revenues of US$ 1,063 million) was accompanied by sales volumes growth of 4.0% (positive impact on revenues of US$ 319 million). Sales volumes increase is attributable to production increase at Sakhalin-1 project, as well as sale of 0.55 mln tonnes of crude oil to fill the Skovorodino - Daqing pipeline.

In 2010 revenues from crude oil exports to non-CIS countries increased by 42.1% compared to 2009, which was driven by a 28.9% increase in average export prices (positive impact on revenues of US$ 7,337 million) and a 10.3% increase in sales volumes (favourable impact on revenues of US$ 2,363 million). Export sales volumes growth was due to increased production and reduced deliveries to Belarus.

In 2009 revenues from crude oil exports to non-CIS countries were US$ 23,019 million or 31.2% down compared with 2008. The revenues were impacted by a substantial decrease in average export prices (a negative impact on revenues of US$ 12,480 million), which was partially offset by a 6.1% increase in sales volumes (a favourable impact on revenues of US$ 2,036 million). The growth of crude oil export volumes to non-CIS countries resulted from redirection of crude oil flows from the depressed CIS markets and growth in daily crude oil production.

Crude Oil Export Sales to CIS

In the fourth quarter of 2010 revenues from sales of crude oil to CIS were US$ 359 million, 44.2% higher than in the third quarter of 2010. A 27.1% upturn in average prices as well as 13.2% increase in sales volumes led to revenues growth of US$ 77 million and US$ 33 million, respectively. Sales volumes and average prices increase resulted from increase in export volumes to Belarus taxable at the standard customs duty rate.

In 2010 revenues from crude oil exports to CIS countries were US$ 50 million higher in comparison with 2009, which is attributable to an average price increase of 29.5% (positive impact on revenues of US$ 311 million). A 19.8% sales volumes decrease had an unfavourable impact on revenues of US$ 261 million. In the first quarter of 2010 Russia and Belarus agreed to apply a standard export customs duty to crude oil exports to Belarus and defined fixed annual volumes exempted from export customs duty. This resulted in decreased crude oil deliveries to Belarus in 2010 compared with 2009.

In 2009 revenues from sales of crude oil to the CIS were US$ 1,313 million, which is a decrease of 37.0% compared with 2008. The decrease was driven by a substantial reduction in average crude oil prices (a negative impact on revenues of US$ 422 million) as well as by a 16.7% decrease in sales volumes which had an unfavourable impact on revenues of US$ 349 million. The decrease in sales volumes resulted from significant fall in crude oil volumes exported to Kazakhstan and slight decrease in volumes delivered to Belarus.

Domestic Crude Oil Sales

In the fourth quarter of 2010 domestic crude oil sales were US$ 78 million, 41.8% higher than in the third quarter of 2010. A 23.2% increase in sales volumes as well as 15.2% upturn in average prices led to revenues growth of US$ 13 million and US$ 10 million, respectively.

In 2010 revenues from crude oil sales on domestic market were 100.7% higher compared to 2009. The growth was driven by a 78.1% increase in sales volumes (favorable impact on revenues of US$ 104 million) as well as by a 12.8% increase in average prices (positive impact on revenues of US$ 31 million). Sales volumes growth resulted from increased production and partial redirection of crude oil flows from Belarus due to changes in custom legislation.

In 2009 domestic crude oil sales were US$ 134 million, which is a decrease of 13.0% comparedwith 2008. The decrease reflected a considerable reduction in average crude oil prices (a negative impact on revenues of US$ 64 million). On the contrary a 28.1% increase in sales volumes, had a positive impact on revenues of US$ 44 million. The major increase in sales volumes took place in the fourth quarter of 2009.

Petroleum Product Export Sales to Non-CIS

The table below sets forth Rosneft's revenue and average price per tonne of petroleum products sold to non-CIS countries:

For 3 months ended

% change

December 31, 2010

September 30, 2010

US$ million

million of tonnes

Average price US$/tonne

US$ million

million of

tonnes

Average price US$/tonne

US$ million

million

of tonnes

Average price US$/tonne

High octane gasoline

45

0.05

881.44

27

0.03

850.02

66.7%

66.7%

3.7%

Low octane gasoline

28

0.04

768.72

28

0.04

769.91

0.0%

0.0%

(0.2)%

Naphtha

593

0.76

778.63

508

0.79

647.52

16.7%

(3.8)%

20.2%

Diesel (Gasoil)

1,427

1.96

727.38

1,153

1.83

629.00

23.8%

7.1%

15.6%

Fuel oil

1,509

3.12

483.38

1,568

3.72

421.85

(3.8)%

(16.1)%

14.6%

Jet fuel

0

0.00

470.34

4

0.00

712.13

(100.0)%

-

(34.0)%

Other

70

0.09

751.22

40

0.06

660.31

75.0%

50.0%

13.8%

Total

3,672

6.02

609.97

3,328

6.47

514.37

10.3%

(7.0)%

18.6%

Average prices of petroleum product sales may vary significantly depending on the market mainly due to different product mix.

Revenues from the export of petroleum products to non-CIS countries were US$ 3,672 million in the fourth quarter of 2010, which is an increase of 10.3% compared with the third quarter of 2010. A 18.6% increase in average prices (favourable impact on revenues of US$ 575 million) was partially offset by 7.0% decrease in sales volumes (negative impact on revenues of US$ 231 million). Sales volumes decrease resulted from increase in fuel oil inventories due to the change in delivery basis following the termination of the river navigation period, as well as from fuel oil redirection to domestic market due to seasonal increase in demand.

The table below sets forth Rosneft's revenue and average price per tonne of petroleum products sold to non-CIS countries:

For 12 months ended December 31

 

% change between12 months ended December 31,

2010 and 2009

% change between12 months ended December 31,

2009 and 2008

2010

2009

2008

US$ million

million of tonnes

US$/

tonne

US$ million

million of tonnes

US$/

tonne

US$ million

million of tonnes

US$/

tonne

US$ million

million of tonnes

US$/

tonne

US$ million

million of tonnes

US$/

tonne

High octane gasoline

127

0.15

837.02

127

0.21

595.06

121

0.12

1,000.70

0.0%

(28.6)%

40.7%

5.0%

75.0%

(40.5)%

Low octane gasoline

140

0.20

713.36

108

0.17

625.60

139

0.16

897.82

29.6%

17.6%

14.0%

(22.3)%

6.3%

(30.3)%

Naphtha

2,188

3.11

702.51

1,704

3.31

514.86

2,241

2.97

755.37

28.4%

(6.0)%

36.4%

(24.0)%

11.4%

(31.8)%

Diesel (gasoil)

5,387

8.23

654.47

4,565

9.35

488.11

7,521

8.71

863.96

18.0%

(12.0)%

34.1%

(39.3)%

7.3%

(43.5)%

Fuel oil

6,081

13.51

450.07

4,944

13.76

359.25

5,918

12.68

466.78

23.0%

(1.8)%

25.3%

(16.5)%

8.5%

(23.0)%

Jet fuel

12

0.01

771.80

47

0.09

546.31

51

0.05

1,008.27

(74.5)%

(88.9)%

41.3%

(7.8)%

80.0%

(45.8)%

Other

206

0.30

690.30

127

0.26

486.84

172

0.20

853.02

62.2%

15.4%

41.8%

(26.2)%

30.0%

(42.9)%

Total

14,141

25.51

554.33

11,622

27.15

428.07

16,163

24.89

649.38

21.7%

(6.0)%

29.5%

(28.1)%

9.1%

(34.1)%

 

In 2010 revenues from the export of petroleum products to non-CIS countries were 21.7% higher compared to 2009 which was driven by a 29.5% increase in average prices (positive impact on revenues of US$ 3,221 million). Sales volumes decrease of 6.0% had a negative impact on revenues of US$ 702 million and resulted from increased domestic sales following the demand recovery after the financial crisis. 

Revenues from petroleum product exports to non-CIS countries were US$ 11,622 million in 2009, which is a decrease of 28.1% compared with 2008. The decrease resulted from a reduction in average export prices (negative impact on revenues of US$ 6,009 million), which was partially offset by a 9.1% increase in sales volumes leading to a US$ 1,468 million revenue growth. The increase in volumes was mainly due to decreased domestic demand and low CIS sales profitability resulting in redirection of product volumes to non-CIS countries.

Petroleum Product Export Sales to CIS

The table below sets forth Rosneft's revenue and average price per tonne of petroleum products sold to CIS countries:

For 3 months ended

% change

December 31, 2010

September 30, 2010

US$million

million of tonnes

Average price US$/tonne

US$million

million of tonnes

Average price US$/tonne

US$million

million of tonnes

Average

price US$/tonne

High octane gasoline

-

-

-

-

-

-

-

-

-

Low octane gasoline

-

-

-

-

-

-

-

-

-

Naphtha

-

-

-

-

-

-

-

-

-

Diesel

22

0.03

640.67

29

0.05

628.95

(24.1)%

(40.0)%

1.9%

Fuel oil

-

-

-

3

0.01

417.45

(100.0)%

(100.0)%

-

Jet fuel

-

-

-

-

-

-

-

-

-

Other

20

0.03

703.90

24

0.04

540.65

(16.7)%

(25.0)%

30.2%

Total

42

0.06

700.00

56

0.10

560.00

(25.0)%

(40.0)%

25.0%

Revenues from sales of petroleum products to CIS countries in the fourth quarter of 2010 were 25.0% lower than in the third quarter of 2010 and amounted to US$ 42 million. The decrease was driven by sales volumes decrease of 40.0% (unfavourable impact on revenues of US$ 22 million), which was partially compensated by 25.0% upturn in average prices (a positive impact on revenues of US$ 8 million).

The table below sets forth Rosneft's revenue and average price per tonne of petroleum products sold to CIS countries:

For 12 months ended December 31

%% change between12  months ended December 31, 2010 and 2009

%change between12 months ended December 31, 2009 and 2008

2010

2009

2008

US$ million

million of

tonnes

US$/

Tonne

US$ million

million of

tonnes

US$/

Tonne

US$ million

million of

tonnes

US$/

Tonne

US$ million

million of

tonnes

US$/

Tonne

US$ million

million of

tonnes

US$/

Tonne

High octane gasoline

8

0.02

403.25

27

0.07

415.36

84

0.14

610.44

(70.4)%

(71.4)%

(2.9)%

(67.9)%

(50.0)%

(32.0)%

Low octane gasoline

3

0.01

300.00

3

0.01

251.82

9

0.02

514.31

0.0%

0.0%

19.1%

(66.7)%

(50.0)%

(51.0)%

Naphtha

2

0.01

346.70

Diesel

83

0.14

569.83

60

0.14

411.59

420

0.50

836.21

38.3%

0.0%

38.4%

(85.7)%

(72.0)%

(50.8)%

Fuel oil

3

0.01

417.45

124

0.23

530.69

(100.0)%

(100.0)%

(100.0)%

Jet fuel

0

0.00

0.00

7

0.02

414.10

71

0.09

825.85

(100.0)%

(100.0)%

(100.0)%

(90.1)%

(77.8)%

(49.9)%

Other

75

0.12

635.58

45

0.11

410.35

35

0.07

479.86

66.7%

9.1%

54.9%

28.6%

57.1%

(14.5)%

Total

172

0.30

573.33

144

0.36

400.00

743

1.05

707.62

19.4%

(16.7)%

43.3%

(80.6)%

(65.7)%

(43.5)%

Revenue increase of US$ 28 million in 2010 in comparison with 2009 resulted from 43.3% upturn in average prices(positive impact on revenues of US$ 52 million) which was partially offset by 16.7% decrease in sales volumes (negative impact on revenues of US$ 24 million). Sales volumes decrease is attributable to the reduction of petroleum product deliveries to CIS countries due to the changes in customs legislation providing for levying of duties on petroleum product exports to these countries.

Revenues from sales of petroleum products to the CIS in 2009 were 80.6% lower than in 2008 and amounted to US$ 144 million. Such a reduction was mainly attributable to a 65.7% decrease in sales volumes which had a negative impact on revenues of US$ 488 million. The decrease in volumes resulted from the redirection of product flows from CIS to non-CIS markets due to higher profitability.

Domestic Sales of Petroleum Products

The table below sets forth Rosneft's revenue and average price per tonne of petroleum products sold in Russia:

For 3 months ended

% change

December 31, 2010

September 30, 2010

US$

million

million of tonnes

Average price US$/tonne

US$

million

million of tonnes

Average price US$/tonne

US$

million

million

of tonnes

Average price US$/tonne

High octane gasoline

1,122

1.43

786.86

1,150

1.46

787.76

(2.4)%

(2.1)%

(0.1)%

Low octane gasoline

220

0.35

622.83

200

0.33

611.31

10.0%

6.1%

1.9%

Naphtha

-

-

-

-

-

-

-

-

-

Diesel

1,267

2.16

587.85

1,203

2.45

490.09

5.3%

(11.8)%

19.9%

Fuel oil

215

0.78

275.93

98

0.40

247.68

119.4%

95.0%

11.4%

Jet fuel

145

0.25

585.36

176

0.34

522.45

(17.6)%

(26.5)%

12.0%

Other

155

0.43

347.30

217

0.55

386.88

(28.6)%

(21.8)%

(10.2)%

Total

3,124

5.40

578.52

3,044

5.53

550.45

2.6%

(2.4)%

5.1%

Revenues from sales of petroleum products on the domestic market were US$ 3,124 million in thefourth quarter of 2010, which is an increase of 2.6% compared with the third quarter of 2010. Revenue growth was caused by a 5.1% upturn in average prices (favourable impact on revenues of US$ 152 million) and was partially offset by sales volumes decrease of 2.4% which had an unfavourable impact on revenues of US$ 72 million. Domestic sales volumes decrease was due to a seasonal reduction in demand for petroleum products and decreased sales to agricultural enterprises.

The table below sets forth Rosneft's revenue and average price per tonne of petroleum products sold in Russia:

For 12 months ended December 31

%change between12 months endedDecember 31, 2010 and 2009

%change between12 months ended December 31,2009 and 2008

2010

2009

2008

US$ million

million of

tonnes

US$/

Tonne

US$ million

million of

tonnes

US$/

Tonne

US$ million

million of

tonnes

US$/

Tonne

US$ million

million of

tonnes

US$/

Tonne

US$ million

million of

tonnes

US$/

Tonne

High octane gasoline

4,159

5.44

765.11

3,194

4.77

670.09

4,071

4.39

926.72

30.2%

14.0%

14.2%

(21.5)%

8.7%

(27.7)%

Low octane gasoline

807

1.36

593.84

654

1.24

528.86

1,238

1.63

760.54

23.4%

9.7%

12.3%

(47.2)%

(23.9)%

(30.5)%

Naphtha

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Diesel

4,341

8.27

525.50

3,142

7.03

447.25

5,473

6.81

803.39

38.2%

17.6%

17.5%

(42.6)%

3.2%

(44.3)%

Fuel oil

643

2.51

256.54

354

1.63

218.04

556

2.01

277.47

81.6%

54.0%

17.7%

(36.3)%

(18.9)%

(21.4)%

Jet fuel

531

0.98

542.16

228

0.48

470.56

912

1.11

819.20

132.9%

104.2%

15.2%

(75.0)%

(56.8)%

(42.6)%

Other

711

1.93

365.10

732

2.45

294.61

1,457

3.02

483.32

(2.9)%

(21.2)%

23.9%

(49.8)%

(18.9)%

(39.0)%

Total

11,192

20.49

546.22

8,304

17.60

471.82

13,707

18.97

722.56

34.8%

16.4%

15.8%

(39.4)%

(7.2)%

(34.7)%

In 2010 revenues from sales of petroleum products on the domestic market increased by 34.8% compared to 2009. This resulted from a 15.8% upturn in average prices (positive impact on revenues of US$ 1,524 million) and from a 16.4% increase in sales volumes (favourable impact on revenues of US$ 1,364 million). Volumes growth was due to the demand recovery after the financial crisis.

Revenues from sales of petroleum products on the domestic market were US$ 8,304 million in 2009 which is a decrease of 39.4% compared with 2008. Revenue reduction was a result of a decrease in average prices (negative impact on revenue of US$ 4,413 million) as well as of a 7.2% decrease in sales volumes leading to revenue decrease of US$ 990 million. Decrease in sales volumes was the outcome of falling domestic demand due to the economic downturn.

Petroleum product sales through commodity exchanges

The Company sells a wide range of petroleum products via commodity exchanges. In the fourth quarter of 2010 0.80 million tonnes were sold for US$ 480million, which is 0.14 mln tonnes and US$ 43 million lower than in the third quarter of 2010. In 2010 3.40 million tonnes were sold for US$ 1,846 million, in comparison with 1.16 million tonnes (US$ 572 million) in 2009 and 0.21 million tonnes (US$ 138 million) in 2008.

Sales of bunker fuel to end-users

Since December 2007 the Group has been selling bunker fuel (fuel oil and diesel fuel) in the ports of the Russian Federation including seaports of Far East, North and South of European part of Russia, as well as river ports.

Revenues from sales of bunker fuel in the fourth quarter of 2010 were US$ 199 million, а decrease of 14.6% in comparison with the third quarter of 2010. Revenue decline was due to seasonal factor.

Revenues from sales of bunker fuel in 2010 were US$ 739 million an increase of 73.5% compared to 2009. In 2009 and 2008 revenues were US$ 426 million and US$ 453 million respectively.

Petrochemical Product Sales

Revenues from sales of petrochemical products in the fourth quarter of 2010 were US$ 101 million, up 4.1% compared to the third quarter of 2010. An increase in sales volumes of 17.6% (favourable impact on revenues of US$ 17 million) was partially offset by seasonal average prices decline of 11.5% (negative impact on revenues of US$ 13 million). Sales volumes increase was due to completion of planned turnaround at Angarsk polymer plant.

A 73.3% growth in revenues from sales of petrochemical products in 2010 compared to 2009 was due to price increase of 54.6% and volume growth of 12.1% following the recovery of demand after the crisis.

In 2009 revenues from sales of petrochemical products were US$ 240 million, 40.6% down compared to 2008. The fall in revenues was mainly due to the price decline of 38.8% (negative impact on revenues ofUS$ 152 million) as well as to a 2.9% decrease in volumes (negative impact of US$ 12 million). The decrease in volumes resulted from the depressed demand for petrochemical products in 2009.

 

Gas Sales

Rosneft's gas sales have been limited to date, but the Company's long term strategy envisages significant expansion of its gas business. Gazprom controls the Unified Gas Supply System (UGSS) and is the dominant gas supplier in Russia and the only exporter of gas.

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

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for

12 months endedDecember 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -

2009

 2009-

2008

Revenue

(US$ million, except %)

Western Siberia

30

26

15.4%

118

114

112

3.5%

1.8%

South Russia

51

47

8.5%

198

157

184

26.1%

(14.7)%

Far East

13

5

160.0%

37

36

30

2.8%

20.0%

European part of Russia

20

13

53.8%

63

47

75

34.0%

(37.3)%

Total

114

91

25.3%

416

354

401

17.5%

(11.7)%

Sales volumes

(bcm, except %)

Western Siberia

1.33

1.20

10.8%

5.24

5.98

5.16

(12.4)%

15.9%

South Russia

0.77

0.68

13.2%

3.04

3.24

3.35

(6.2)%

(3.3)%

Far East

0.23

0.09

155.6%

0.66

0.62

0.59

6.5%

5.1%

European part of Russia

0.27

0.22

22.7%

0.86

0.77

1.23

11.7%

(37.4)%

Total

2.60

2.19

18.7%

9.80

10.61

10.33

(7.6)%

2.7%

Average price

(US$/thousand of cubic metres, except %)

Western Siberia

22.32

21.40

4.3%

22.44

19.13

21.74

17.3%

(12.0)%

South Russia

66.09

68.47

(3.5)%

65.13

48.44

55.03

34.5%

(12.0)%

Far East

57.19

48.28

18.5%

56.59

57.83

51.81

(2.1)%

11.6%

European part of Russia

69.09

70.48

(2.0)%

73.88

62.74

59.83

17.8%

4.9%

Total

43.85

41.55

5.5%

42.45

33.36

38.82

27.2%

(14.1)%

In the fourth quarter of 2010 revenues from gas sales were US$ 114 million, 25.3% higher than in the third quarter of 2010. A 18.7% increase in sales volumes caused revenue growth of US$ 17 million. Sales volumes increase was due to seasonal increase in demand.

Revenue growth from gas sales of 17.5% in 2010 in comparison with 2009 was driven by increase in average prices of 27.2% (favourable impact on revenues of US$ 89 million). Sales volumes decrease of 7.6% led to revenue reduction of US$ 27 million. Low gas sales year-on-year were due to a decreased demand for gas in 2010 and unscheduled maintenance works at Lugenetskaya compression station.

In 2009 revenues from gas sales decreased by 11.7% and amounted to US$ 354 millionin compared to 2008. The reduction was mainly attributable to decreased prices, which was partially offset by a 2.7% increase in sales volumes.

Support Services and Other Revenues

Rosneft owns service companies which render drilling, construction, repair and other services mainly to the companies within the Group. Revenues from services rendered to third parties are reported in Consolidated Income Statement.

 

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

For 3 months

ended

changebetween

3d and 4th quarters

For 12 months

ended December 31

change for 12 months endedDecember 31

December 31,

2010

September 30, 2010

2010

2010

2009

2008

2010-

2009

 2009-

2009

%of total revenue

%of total revenue

%

%of total revenue

%of total revenue

%of total revenue

%

(US$ million, except %)

Drilling services

15

3.6%

20

4.7%

(25.0)%

60

3.7%

25

2.0%

38

2.7%

140.0%

(34.2)%

Sales of materials

95

22.7%

95

22.4%

0.0%

341

21.0%

237

18.7%

323

22.8%

43.9%

(26.6)%

Repairs and maintenance services

27

6.4%

28

6.6%

(3.6)%

107

6.6%

104

8.2%

170

12.0%

2.9%

(38.8)%

Rent services

20

4.8%

19

4.5%

5.3%

68

4.2%

51

4.0%

57

4.0%

33.3%

(10.5)%

Construction services

18

4.3%

25

5.9%

(28.0)%

86

5.3%

63

5.0%

110

7.8%

36.5%

(42.7)%

Transport services

72

17.2%

84

19.8%

(14.3)%

325

20.1%

269

21.2%

243

17.1%

20.8%

10.7%

Electric power sales and transmission

109

26.0%

97

22.9%

12.4%

400

24.7%

273

21.5%

186

13.1%

46.5%

46.8%

Other revenues

63

15.0%

56

13.2%

12.5%

233

14.4%

248

19.4%

292

20.5%

(6.0)%

(15.1)%

Total

419

100.0%

424

100.0%

(1.2)%

1,620

100.0%

1,270

100.0%

1,419

100.0%

27.6%

(10.5)%

Costs and Expenses

Production and Operating Expenses

Operating expenses are split over operating segments in the table below:

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for 12 months

ended December 31

December 31,2010

September 30, 2010

2010

2010

2009

2008

2010 -

2009

2009-

2008

(US$ million, except %)

Upstream

595

543

9.6%

2,208

1,869

2,414

18.1%

(22.6)%

Land restoration program

111

-

-

111

-

-

-

-

Downstream

454

405

12.1%

1,583

1,501

1,451

5.5%

3.4%

Other

233

226

3.1%

890

654

707

36.1%

(7.5)%

Total

1,393

1,174

18.7%

4,792

4,024

4,572

19.1%

(12.0)%

Upstream production and operating expenses include materials and supplies, equipment maintenance and repair, wages and salaries, activities to enhance oil recovery, procurement of fuel and lubricants, electricity and other similar costs of Rosneft's consolidated exploration and production enterprises.

In 2010 the Company adopted a special five-year land restoration program aimed at restoration of lands located in the territory of upstream activities of several subsidiaries of Rosneft and damaged before the acquisition of these subsidiaries by Rosneft. In accordance with the program Rosneft made a one-off accrual of land restoration expenses in the amount of US$ 111 million. This amount does not include expenses on land restoration spent by the Company as a part of regular production activity.

Upstream production and operating expenses in the fourth quarter of 2010 increased toUS$ 595 million or by 9.6% compared with the third quarter of 2010. The increase was due to the increase in expenses for electricity, growth of headcount, increase in volumes of repair and maintenance provided by third parties, seasonal increase in technological transportation costs, decrease in intragroup inventories of crude oil and increase in crude oil production.

In 2010 upstream production and operating expenses increased to US$ 2,208 million, or by 18.1% compared with 2009, when these expenses were US$ 1,869 million. The growth was due to oil production increase by 7.0% and the real RUB appreciation against the US$ by 11.6%, partially offset by cost-cutting initiatives. In 2009 upstream production and operating expenses decreased by US$ 545 million compared with 2008 which was driven by the nominal depreciation of the RUB against US$ by 21.6% year-on-year and cost-cutting initiatives.

 

Upstream production and operating expenses per barrel are shown in the table below:

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for 12 months ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010 - 2009

2009 - 2008

(US$ per bbl and US$ per boe, except %)

Expenses per bbl of crude oil produced

2.99

2.75

8.7%

2.83

2.57

3.41

10.1%

(24.6)%

Expenses per boe of hydrocarbon produced

2.75

2.55

7.8%

2.61

2.34

3.11

11.5%

(24.8)%

Rosneft's downstream expenses increased by 12.1% to US$ 454 million in the fourth quarter of 2010 compared with US$ 405 million in the third quarter of 2010. The increase resulted from irregularities in FCA tanker shipments of crude oil between reporting periods.

These expenses increased by 5.5% in 2010 compared with 2009 primarily due to the real RUB appreciation against the US$ of 11.6% and change in intragroup inventories. In 2009 downstream operating expenses were US$ 1,501 million, which is an increase of 3.4% compared with 2008. The increase was primarily due to the increase in rental costs, increase in costs in line with the CPI, which was partially offset by the nominal RUB depreciation against the US$.

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

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for 12 months

ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -

2009

 2008-

2009

Operating expenses

(US$ million)

198

197

0.5%

738

685

847

7.7%

(19.1)%

Operating expenses per tonne of product output (US$/tonne)

16.16

15.86

1.9%

15.41

14.56

18.24

5.8%

(20.2)%

Operating expenses per tonne of crude oil throughput (US$/tonne)

15.30

15.06

1.6%

14.62

13.75

17.09

6.3%

(19.5)%

Operating expenses of Rosneft's refineries were US$ 198 million in the fourth quarter of 2010 and remained practically unchanged compared with US$ 197 million in the third quarter of 2010.

In 2010 these expenses increased by 7.7% to US$ 738 million compared to US$ 685 million in 2009. The increase resulted from the nominal appreciation of the RUB against the US$ by 4.4% and higher volumes of refinery throughput.

In 2009 refining operating expenses were US$ 685 million, which is a decrease of 19.1% compared with 2008. The decrease was primarily due to the nominal depreciation of the RUB against US$ of 21.6%, which was partially offset by the increase in cost of fuel and raw materials used in production and by other factors.

Operating expenses related to other activities increased to US$ 233million in the fourth quarter of 2010, or by 3.1% compared with the third quarter of 2010. The increase was due to the increased volume of other activities (including rental services and electric power sales and transmission), which was reflected as well in the dynamics of other revenues.

In 2010 these expenses increased to US$ 890 million compared withUS$ 654 million in 2009. The increase was primarily due to higher volumes of other activities accompanied by the increase in other revenues by 27.6% (particularly, from transportation services and electric power sales and transmission), and other factors.

In 2009 these expenses decreased to US$ 654 million, or by 7.5% compared to 2008, primarily due to the nominal rouble depreciation to US$ of 21.6%, which was partially offset by the raise in costs in line with CPI and increase in volume of services rendered to third parties.

Cost of Purchased Crude Oil, Gas and Petroleum Products

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

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for 12 months

ended December 31

December

31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -2009

2009-

2008

Cost of crude oil procured (US$ million)

336

351

(4.3)%

1,454

1,513

2,284

(3.9)%

(33.8)%

Volume of crude oil procured (million of barrels)

12.68

12.30

3.1%

51.75

57.61

56.54

(10.2)%

1.9%

Cost of gas procured (US$ million)

7

5

40.0%

26

29

46

(10.3)%

(37.0)%

Volume of gas procured (bcm)

0.14

0.13

7.7%

0.51

0.59

0.74

(13.6)%

(20.3)%

Cost of petroleum product procured (US$ million) (1)

296

261

13.4%

906

348

610

160.3%

(43.0)%

Volume of petroleum product procured (million of tonnes)

0.48

0.45

6.7%

1.55

0.71

0.82

118.3%

(13.4)%

Cost of refining of crude oil under processing agreements (US$ million)

-

-

-

-

-

2

-

(100.0)%

Volumes of crude oil refined under processing agreements (million of tonnes)

-

-

-

-

-

0.03

-

(100.0)%

Total cost of procured oil, gas and petroleum products and refining costs (US$ millions)

639

617

3.6%

2,386

1,890

2,942

26.2%

(35.8)%

(1) In the fourth quarterand the twelve months of 2010 the average procurement price of petroleum products from third parties was higher than the average selling price of petroleum products due to differences in the mix of procured and sold petroleum products.

Rosneft purchases crude oil primarily from its affiliates to process it at own refineries. The structure of crude oil purchases is provided in the table below:

For 3 months

ended

% changebetween

3d and 4th quarters

For 12 months

ended December 31

% change for 12 months

ended 31 December

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -

2009

2009-

2008

(million bbl, except %)

Udmurtneft

1.46

1.89

(22.8)%

10.08

12.90

8.58

(21.9)%

50.3%

Tomskneft

9.69

9.33

3.9%

37.22

33.46

42.40

11.2%

(21.1)%

Surgutneftegaz

-

-

-

-

5.94

2.08

(100.0)%

185.6%

Others

1.53

1.08

41.7%

4.45

5.31

3.48

(16.2)%

52.6%

Total

12.68

12.30

3.1%

51.75

57.61

56.54

(10.2)%

1.9%

Rosneft performs oil swap operations in order to optimize transportation costs of deliveries to refineries. Revenues and costs related to these operations are shown on a net basis in the "Pipeline tariffs and Transportation Costs" line of the income statement. In the fourth quarter and for the twelve months of 2010 these transactions were exercised with Gazpromneft and Bashneft, the volume of crude oil swaps amounted to9.73 million barrels in the fourth quarter of 2010 and 38.49 million barrels in the twelve months of 2010, compared to 9.55 million barrels in the third quarter of 2010, 41.33 million barrels in the twelve months of 2009 and 40.36 million barrels in the twelve months of 2008. Rosneft's estimated benefits from these transactions were US$ 17 million in the fourth quarter of 2010 and US$ 56 million in 2010.

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

The tables below set forth Rosneft's costs, volumes and average prices per tonne of petroleum products procured from third parties:

For 3 months ended

%change

December 31, 2010

September 30, 2010

US$

million

million of tonnes

Average price US$/tonne

US$

million

million of tonnes

Average price US$/tonne

US$

million

million

of tonnes

Average price US$/tonne

High octane gasoline

151

0.21

741.17

144

0.21

675.49

4.9%

-

9.7%

Low octane gasoline

19

0.03

620.20

13

0.02

561.55

46.2%

50.0%

10.4%

Diesel

112

0.21

529.18

84

0.18

454.33

33.3%

16.7%

16.5%

Fuel oil

-

-

-

-

-

-

-

-

-

Jet fuel

-

-

-

-

-

-

-

-

-

Other

14

0.03

452.55

20

0.04

462.55

(30.0)%

(25.0)%

(2.2)%

Total

296

0.48

616.67

261

0.45

580.00

13.4%

6.7%

6.3%

The increase in volumes of petroleum product purchases in the fourth quarter of 2010 was due to a seasonal increase in demand forpetroleum products, which was not covered by supplies from own refineries.

The tables below set forth Rosneft's costs, volumes and average prices per tonne of petroleum products procured from third parties in 2010, 2009 and 2008:

For 12 months ended December 31

% change for 12 months

ended December 31,

 2010 and 2009

% change for 12 months ended December31,

2009 and 2008

2010

2009

2008

US$ million

million

of

tonnes

US$/

tonne

US$ million

million of

 tonnes

US$/

tonne

US$ million

million of

tonnes

US$/

tonne

US$ million

million

of

tonnes

US$/

tonne

US$

million

million

of

tonnes

US$/

tonne

High octane gasoline

482

0.69

701.38

151

0.25

615.14

182

0.21

868.07

219.2%

176.0%

14.0%

(17.0)%

19.0%

(29.1)%

Low octane gasoline

43

0.07

579.82

21

0.04

533.65

39

0.05

751.37

104.8%

75.0%

8.7%

(46.2)%

(20.0)%

(29.0)%

Diesel

325

0.66

492.33

129

0.29

432.00

246

0.30

800.95

151.9%

127.6%

14.0%

(47.6)%

(3.3)%

(46.1)%

Fuel oil

2

0.01

302.17

17

0.05

342.60

90

0.16

545.48

(88.2)%

(80.0)%

(11.8)%

(81.1)%

(68.8)%

(37.2)%

Jet fuel

-

-

-

-

-

-

2

0.00

709.59

-

-

-

(100.0)%

(100.0)%

(100.0)%

Other

54

0.12

450.12

30

0.08

385.06

51

0.10

492.85

80.0%

50.0%

16.9%

(41.2)%

(20.0)%

(21.9)%

Total

906

1.55

584.52

348

0.71

490.14

610

0.82

743.90

160.3%

118.3%

19.3%

(43.0)%

(13.4)%

(34.1)%

Average petroleum product procurement prices may deviate from average sales prices mainly due to different mix of regions where procurement and sales are effected and different product quality.

General and Administrative Expenses

General and administrative expenses include wages and salaries and social benefits (except for wages 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), lease expenses with respect to non‑core property, maintenance of social infrastructure, expenses to establish allowances for doubtful accounts and other general expenses.

General and administrative expenses in the fourth quarter of 2010 were US$ 472 million, 11.1% higher than in the third quarter of 2010. The increase resulted mainly from accrual of bad debt allowance and increase in consulting fees.

In 2010 general and administrative expenses increased from US$ 1,416 million to US$ 1,584 million. The increase was mainly due to the realrouble appreciation of 11.6% and increase in accruals of bad debt allowance and growth of consulting fees.

Pipeline Tariffs and Transportation Costs

Transportation costs include costs to transport crude oil for refining and to end customers, and to deliver petroleum products from refineries to end customers (cost of pipeline and railroad transportation, handling, port fees, sea freight and other costs).

In the fourth quarter of 2010 Rosneft's transportation costs increased to US$ 1,763 million, or by 3.6% compared with the third quarter of 2010. The increase mainly reflected indexation of transportation tariffs by Transneft by 9.9% since December 1, 2010 and lower volumes sold on FCA terms.

The table below sets forth costs per tonne of crude oil and petroleum products transported by pipeline, railway and a combination of pipeline and railway:

For 3 months ended

%

change

December 31, 2010

September 30, 2010

Volume, mln. tonnes

Share in export volumes

Cost, mln. US$

Cost per tonne sold, US$/t

Volume, mln. tonnes

Share in export volumes

Cost, mln. US$

Cost per tonne sold, US$/t

Volume

Cost

Cost per tonne sold

CRUDE OIL

Export sales

Pipeline

12.43

79.2%

541

43.52

11.60

77.2%

492

42.41

7.2%

10.0%

2.6%

Railroad and mixed

3.27

20.8%

255

77.98

3.43

22.8%

259

75.51

(4.7)%

(1.5)%

3.3%

Transportation to refineries and domestic sales

Pipeline

11,28

259

22,96

11,42

-

311

27,23

(1,2)%

(16,7)%

(15,7)%

Railroad and mixed

1.53

168

109.80

1.64

178

108.54

(6.7)%

(5.6)%

1.2%

PETROLEUM PRODUCTS

Export sales

Pipeline(1)

0.27

4.3%

15

55.56

0.30

4.4%

15

50.00

(10.0)%

0.0%

11.1%

Railroad and mixed

4.57

73.1%

360

78.77

3.76

55.6%

279

74.20

21.5%

29.0%

6.2%

Other transportation expenses (2)

165

167

(1.2)%

Total

33,35

1 763

52,86

32,15

1 701

52,91

3,7%

3,6%

(0,1)%

(1) Rosneft exported 1.41 million tonnes (22.6% of total export volumes) and 2.70 million tonnes (39.9% of total export volumes) of petroleum products in the fourth quarter of 2010 and in the third quarter of 2010, respectively, through its own pipeline in the town of Tuapse and under FCA conditions, pursuant to which Rosneft does not bear transportation expenses directly. Expenses of the Tuapse pipeline are reflected in Rosneft's financial statements as operating expenses.

(2) Other transportation expenses include cost of railroad transportation of petroleum products from refineries to tank farms and road transportation from tank farms to service stations as well as transportation expenses related to sales of bunker fuel.

The increase in crude oil pipeline transportation cost per tonne of export sales was 2.6%, which was due to a increase in tariffs by 2.4% to 3.0% in US$ terms due to indexation of base tariff since December 1, 2010.

The increase in crude oil railroad and mixed transportation cost per tonne of export sales was 3.3%, which was mainly due to tariffs increase in US$ terms and change in structure of transportation routes used.

The decrease in crude oil pipeline transportation cost per tonne of domestic supplies was 15.7% quarter-on-quarter, reflecting capitalization of investment tariff paid for crude transportation from Purneftegaz to Tuapse refinery in the full amount for September - December in the fourth quarter of 2010.

The increase in crude oil railroad and mixed transportation cost per tonne of domestic supplies was 1.2%, which was primarily due to an increase in transportation tariffs in US$ terms by 0.6%.

Petroleum product pipeline cost per tonne and railroad and mixed transportation cost per tonne of petroleum product export sales increased by 11.1% and 6.2%, respectively. The increase was due to increase in average transportation distances following the decrease in FCA supplies followed after end of river navigation period.

During 2010 Rosneft's transportation costs increased to US$ 6,980 million, or by 28.9% compared with 2009. The increase resulted from higher transportation volumes due to increase in crude oil production at the Vankor field and increase in tariffs of natural monopolies by 13.2% - 27.4% in US$ terms.

In 2009 Rosneft's transportation costs decreased to US$ 5,414 million, or by 4.6% compared with 2008. This decrease resulted from a fall in average US$/RUB exchange rate by 21.6%, partially offset by an increase in tariffs of natural monopolies by 7.0% - 27.2% in RUB terms and change in structure of transportation routes used.

The table below sets forth costs per tonne of crude oil and petroleum products transported by pipeline, railway and a combination of pipeline and railway:

For 12 months ended December 31

 

%

change between

the twelve months ended December 31,2010 and 2009

%

change between

the twelve months ended December 31,2009 and 2008

2010

2009

2008

Volume, mln. tonnes

Share in export volumes

Cost, mln US$

Cost per tonne

Volume, mln. tonnes

Share in export volumes

Cost,

mln US$

Cost per tonne

Volume, mln. tonnes

Share in export volumes

Cost,mln US$

Cost per tonne

Volume, mln. tonnes

Cost,

mln

US$

Cost per tonne

Volume, mln. tonnes

Cost,

mln

US$

Cost per tonne

CRUDE OIL

Export sales

Pipeline

47.44

78.0%

2,016

42.50

41.54

73.8%

1,355

32.62

38.99

72.2%

1,258

32.26

14.2%

48.8%

30.3%

6.5%

7.7%

1.1%

Railroad and mixed

13.39

22.0%

1,043

77.89

14.77

26.2%

961

65.06

15.04

27.8%

1,163

77.33

(9.3)%

8.5%

19.7%

(1.8)%

(17.4)%

(15.9)%

Transportation to refineries and domestic sales

Pipeline

43.93

1,068

24.31

42.61

779

18.28

41.71

819

19.64

3.1%

37.1%

33.0%

2.2%

(4.9)%

(6.9)%

Railroad and mixed

6.54

720

110.09

6.99

614

87.84

5.48

606

110.58

(6.4)%

17.3%

25.3%

27.6%

1.3%

(20.6)%

PETROLEUM PRODUCTS

Export sales

Pipeline(1)

1.10

4.2%

57

51.82

0.85

3.1%

36

43.35

1.70

6.6%

79

46.47

29.4%

58.3%

19.5%

(50.0)%

(54.4)%

(6.7)%

Railroad and mixed

18.01

68.1%

1,400

77.73

18.98

68.3%

1,244

65.54

16.51

63.6%

1,194

72.32

(5.1)%

12.5%

18.6%

15.0%

4.2%

(9.4)%

Other transportation expenses (2)

676

425

554

,

59.1%

,

(23.3)%

Total

130.41

6,980

53.52

125.73

5,414

43.06

119.43

5,673

47.50

3.7%

28.9%

24.3%

5.3%

(4.6)%

(9.3)%

(1) Rosneft exported 7.33 million tonnes (27.7% of total export volumes) and 7.96 million tonnes (28.6% of total export volumes) of petroleum products in 2010 and in 2009, respectively, through its own pipeline in the town of Tuapse and under purchasing agreements, pursuant to which Rosneft does not bear transportation expenses directly. Expenses of the Tuapse pipeline are reflected in Rosneft's financial statements as operating expenses.

(2) Other transportation expenses include cost of railroad transportation of petroleum products from refineries to tank farms and road transportation from tank farms to service stations as well as transportation expenses related to sales of bunker fuel.

The increase in crude oil pipeline transportation cost per tonne of export sales was 30.3%, which was due to an increase in tariffs by 24.2% - 25.6% in US$ terms and the change in transportation routes used (particularly, start of deliveries of Vankor crude oil to exports through ESPO). The increase in crude oil pipeline export cost per tonne was 1.1% in 2009 compared to 2008, which was primarily due to the change in structure of transportation routes and was partially offset by the decrease in tariffs by 0.4% - 3.6% in US$ terms.

The increase in crude oil railroad and mixed transportation cost per tonne of export sales was 19.7%, which was due to tariffs growth in US$ terms. The decrease in crude oil railroad and mixed export cost per tonne was 15.9% in 2009 compared to 2008, which was primarily due to the decrease in tariffs in US$ terms.

The increase in crude oil pipeline transportation cost per tonne of domestic supplies was 33.0%, which was due to tariffs growth by 23.6% - 27.4% in US$ terms and change in crude oil supplies structure. The decrease in crude oil pipeline domestic cost per tonne was 6.9% in 2009 compared to 2008, which was primarily due to the decrease in tariffs in US$ terms and due to the change in structure of transportation routes (particularly, decreased supplies of crude oil from Purneftegaz to Tuapse).

The increase in crude oil railroad and mixed transportation cost per tonne of domestic supplies was 25.3%, which was primarily due to an increase in transportation tariffs in US$ terms. The decrease in crude oil railroad and mixed domestic cost per tonne was 20.6% in 2009 compared to 2008, which was primarily due to the decrease in tariffs in US$ terms.

In 2010 the increase in petroleum product pipeline cost per tonne of petroleum product export sales and railroad and mixed transportation cost per tonne of petroleum product export sales was 19.5% and 18.6%, respectively, which was due to increase in tariffs by 13.2% - 18.0% in US$ terms and due to the change in structure of transportation routes. The decrease in petroleum product pipeline export cost per tonne and petroleum product railroad and mixed export cost per tonne was 6.7% and 9.4%, respectively, in 2009 compared to 2008, which was primarily due to the decrease in tariffs in US$ terms at the routes from Rosneft's refineries to transhipment ports.

Exploration Expenses

Exploration expenses mainly relate to exploratory drilling, seismic and other geological and geophysical works. Exploratory drilling costs are generally capitalised 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 2010 exploration expenses increased to US$ 218 million compared with US$ 82 million in the third quarter of 2010. The increase was due to the writing-off dry exploratory wells in Eastern and Western Siberia, increased expenses on geophysical and seismic works and other exploration works not associated with writing-off dry wells.

In 2010 exploration expenses increased by 35.1% compared with 2009. The change in exploration expenses was due to increase in volumes of exploratory works at Samaraneftegaz fields, Kurmangazy project, geophysical surveys at Krasnodarneftegaz, Yuganskneftegaz, Vankor region.

In 2009 exploration expenses increased to US$ 325 million, or by 31.0% compared with 2008. This was the result of writing off the costs of dry wells under the Kurmangazy project, at Terskaya area and other, as well as increased costs of exploratory works performed at Samaraneftegaz fields. The increase was partially offset by the decrease in cost of exploratory works under the Kurmangazy project and Val Shatskogo block, as well as decrease in cost of geophysical surveys at Yuganskneftegaz fields.

Depreciation, Depletion and Amortisation

Depreciation, depletion and amortisation include depreciation of crude oil and gas producing assets, and other production and corporate assets.

Depreciation, depletion and amortisation were US$ 1,578 million in the fourth quarter of 2010 compared to US$ 1,399 million in the third quarter of 2010. The increase in the depreciation resulted mainly from the putting of new fixed assets into operation. In 2010 depreciation, depletion and amortisation wasUS$ 5,597 million compared with US$ 4,350 million in 2009, which is an increase of 28.7%. The increase in the depreciation in 2009 compared with 2008 resulted mainly from the launch of the Vankor field.

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 described under "-Main Factors Affecting Results of Operations-Taxation-Mineral Extraction Tax and Export Customs Duty" above.

The following table sets forth Rosneft's taxes other than income tax (excluding export duties) for the periods analysed:

For 3 months

ended

%changebetween

  3d and 4th quarters

For 12 months

ended December 31

%

change for 12 months

ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -2009

 2009-2008

(US$ million, except %)

Mineral extraction tax

2,472

2,259

9.5%

9,051

6,502

12,817

39.2%

(49.3)%

Excise tax

281

290

(3.1)%

1,105

893

1,120

23.7%

(20.3)%

Social security

75

86

(12.8)%

397

361

430

9.9%

(16.0)%

Property tax

75

69

8.7%

284

236

261

20.3%

(9.6)%

Land tax

6

6

0.0%

22

16

23

37.5%

(30.4)%

Transportation tax

2

1

100.0%

5

4

5

25.0%

(20.0)%

Interest and penalties and other payments

19

11

72.7%

56

49

154

14.3%

(68.2)%

Total taxes other than income tax

2,930

2,722

7.6%

10,920

8,061

14,810

35.5%

(45.6)%

Taxes other than income tax increased by 7.6% to US$ 2,930 million in the fourth quarter of 2010, compared with US$ 2,722 million in the third quarter of 2010, mainly due to the increase in mineral extraction tax by 9.5% and property tax by 8.7%, partially compensated by the decrease in the excise tax due to decrease in share of petroleum products subject to excises taxes in total volume of petroleum product sales, as well as from decrease in social security expenses due to new social taxation system. The increase in mineral extraction tax resulted from the increase in the mineral extraction tax rate by 15.2% in USD terms.

In the third quarter of 2010 the Company made changes in the approach to the estimation of gas mineral extraction tax basing on Court practice and accrued additional mineral extraction tax on the unstable gas condensate in the amount of US$ 33 million related to 2008-2009, 2010 periods. In the fourth quarter of 2010 the mineral extraction tax was decreased by US$ 21 million due to the re-estimation of the rate of mineral extraction tax on the unstable gas condensate for 2007. The corrections resulted in the differences between the dynamics of the mineral extraction tax expenses and mineral extraction rates.

Taxes other than income tax increased by 35.5% to US$ 10,920 million 2010 in comparison with 2009. The increase in taxes resulted mainly from an increase in mineral extraction tax rate by 39.7% and from the rouble appreciation.

Taxes other than income tax decreased by 45.6% to US$ 8,061 million in 2009 compared to US$ 14,810 million in 2008. The reduction in taxes resulted mainly from a decrease in mineral extraction tax rate by 45.9% and from the rouble depreciation, as well as from the decrease in payments of penalties in 2009.

The following table sets the actual mineral extraction tax rates per barrel and per barrel of oil equivalent produced for the periods analysed:

For 3 months

ended

% change between

  3d and 4th quarters

For 12 months

ended December 31

%

change for 12 months

ended December 31

December31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -2009

 2009-

2008

(US$ million, except %)

Average enacted mineral extraction tax rate

15.37

13.34

15.2%

13.84

9.91

18.31

39.7%

(45.9)%

Actual mineral extraction tax rate per barrel of crude oil produced

12.43

11.45

8.5%

11.62

8.93

18.11

30.1%

(50.7)%

Actual mineral extraction tax rate per barrel of oil equivalent produced

11.43

10.60

7.8%

10.68

8.15

16.53

31.0%

(50.7)%

The actual mineral extraction tax rate is lower than enacted tax rate for the period, primarily, due to the reduced rates for crude oil produced at fields with reserve depletion of over 80% and the zero rate for crude oil produced at the Vankor field, which will be applied until accumulated production at the field reaches 25 million tonnes.

Export Customs Duty

Export customs duties include crude oil and petroleum product export customs duties. The export customs duties are also discussed above under "-Main Factors Affecting Results of Operations-Taxation-Mineral Extraction Tax and Export Customs Duty".

The following table sets forth Rosneft's export customs duties for the periods analysed:

For 3 months

ended

% changebetween

  3d and 4th quarters

For 12 months

ended December 31

% change for 12 months

ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010-

2009

 2009-2008

(US$ million, except %)

Export customs duty for crude oil

3,639

3,229

12.7%

13,031

9,441

17,200

38.0%

(45.1)%

Export customs duty for petroleum products

953

883

7.9%

3,712

2,690

4,806

38.0%

(44.0)%

Total export customs duties

4,592

4,112

11.7%

16,743

12,131

22,006

38.0%

(44.9)%

The following table sets forth certain information about the export customs duty:

For 3 months

ended

% changebetween 3d and 4th quarters

For 12 months

ended December 31

% change for 12 months

ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -2009

 2009-2008

(US$ per barrel, except %)

Average Urals price

85.24

75.56

12.8%

78.25

61.01

94.52

28.3%

(35.5)%

Average enacted export customs duty

39.23

35.82

9.5%

37.40

24.51

48.56

52.6%

(49.5)%

Hypothetical export customs duty calculated using the average Urals price for the period (i.e. without time lag)

43.16

36.87

17.1%

38.61

27.40

49.19

40.9%

(44.2)%

Actual average customs duty on exports subject to regular duty

39.14

36.46

7.4%

37.55

23.82

46.17

57.6%

(48.4)%

Actual average customs duty on all Rosneft exports (ex. Vankor)

36.53

34.57

5.7%

35.04

22.92

43.41

52.9%

(47.2)%

The actual average customs duty on exports subject to regular duty deviates from the enacted export customs duty due to different monthly export volumes.

Operating Income

As a result of the factors discussed above, operating income increased by 17.4% to US 3,772 million, in the fourth quarter of 2010 compared with US$ 3,213 million in the third quarter of 2010. As a percentage of total revenues, operating income was 21.7% in the fourth quarter of 2010 and 20.8% in the third quarter of 2010. As a percentage of total revenues, operating income before taxes other than income tax and export customs duty was 65.0% in the fourth quarter of 2010 and 64.9% in the third quarter of 2010.

Operating income increased by 47.9% to US$ 13,499 million, in 2010 compared with US$ 9,128 million in 2009. As a percentage of total revenues, operating income was 21.4% in 2010 and 19.5% in 2009. As a percentage of total revenues, operating income before taxes other than income tax and export customs duty was 65.3% and 62.6% in 2010 and 2009, respectively.

Other (Expenses)/Income, Net

Interest Income

In the fourth quarter of 2010 interest income amounted to US$ 150 million in comparison with US$ 148 million with the third quarter of 2010.

Interest income increased to US$ 547 million in 2010 or by 6.0% compared with 2009. The increase was due to increase in the funds placed on deposits in 2010 compared with 2009.

Interest Expense

In the fourth quarter of 2010, interest expense decreased by 46.5% to US$ 83 million, which was mainly due the increase in interest capitalized and income resulting from interests SWAP operations. In 2010, interest expense decreased by 4.1% to US$ 580 million, which resulted from the decrease in interest accrued according to loan agreements following the decrease in total debt. This was partially offset by the increase in interest SWAP loss.

Loss on Disposal of Property, Plant and Equipment

From time to time, Rosneft disposes of property, plant and equipment. In the fourth quarter of 2010 and in the third quarter of 2010, Rosneft recorded a net loss of US$ 75 million and US$ 26 million on the disposal of property, plant and equipment, respectively. The increase in losses resulted from the writing off of property, plant and equipment as a result of the stock-taking procedures.

In 2010, Rosneft recorded a net loss of US$ 156 million on the disposal of property, plant and equipment compared to US$ 350 million recorded in 2009. In 2008 Rosneft recorded a net loss of US$ 58 million.

Impairment loss

In December 2010 the Company signed an agreement of intent to hand over its interest in a number of associates and one subsidiary in exchange for noncontrolling interest in a company not controlled by Rosneft group. The Company measured disposal group at the lower of its carrying amount or fair value less cost to sell and recognized impairment loss of US$ 31 million.

Equity share in affiliates' profits/(losses)

The equity share in affiliates' expenses amounted to US$ 7 million in the fourth quarter of 2010 compared with US$ 1 million in the third quarter of 2010. The increase in the equity share in affiliates' losses resulted from the increase in losses incurred by certain Rosneft's affiliates.

The equity share in affiliates' profits amounted to US$ 60 million in 2010 compared with US$ 112 million in 2009.

Other (expenses)/income, Net

Other expenses, net, consist mainly of social expenditures and of write-offs of trade and other payables and receivables.

In the fourth quarter of 2010, other losses, net, amounted to US$ 104 million, compared to net income of US$ 7 million in the third quarter of 2010. The increase in losses was primarily the result of writing off non production fixed assets, social expenses, losses from the inventory stock-taking in the fourth quarter of 2010.

In 2010, other expenses, net, amounted to US$ 89 million and in 2009 other losses, net, amounted toUS$ 350 million. In 2009 the loss was primarily due to the accruals of penalties under the Russian Federal Antimonopoly Service claims and social expenditures in the regions of Rosneft's operations.

Foreign Exchange Gain

Foreign exchange gain was US$ 16 million in the fourth quarter of 2010 compared withUS$ 6 million in the third quarter of 2010. Foreign exchange gain was US$ 32 million in 2010 compared with US$ 71 million in 2009.

Income Tax

The following table sets forth the Company's effective income tax rate under US GAAP for the periods analysed:

For 3 months

ended

For 12 months

ended December 31

December 31, 2010

September 30, 2010

2010

2009

2008

Effective income tax rate for Rosneft under US GAAP

16%

20%

20%

23%

15%

The Company does not pay taxes based on its consolidated income before taxes under Russian law. Income tax is calculated for each subsidiary based on its profits in accordance with Russian tax code.

To calculate the effective tax rate Rosneft follows the provisions of FASB ASC 740-270, Income Taxes. The effective tax rate for the reporting period is the best estimate of the annual tax rate based on the enacted tax rate (20%) adjusted for the estimated annual effect of permanent differences betweenUS GAAP and Russian Tax Accounting Standards. The estimated tax rate may significantly depends on exchange rate fluctuations and vary significantly during the year.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests was US$ 53 million in the fourth quarter of 2010 compared to US$ 78 million in the third quarter of 2010. Net income attributable to noncontrolling interests was US$ 272 million in 2010 compared to US$ 5 million in 2009.

The change resulted, primarily, from the increase in the net income of certain Rosneft's subsidiaries related to minorities. 

Net Income

As a result of the factors discussed above net income increased by 20.6% to US$ 3,003 million in the fourth quarter of 2010 from US$ 2,490 million in the third quarter of 2010. As a percentage of revenues, net income was 17.3% and 16.1% in the fourth quarter of 2010 and third quarter of 2010, respectively.

As a result of the factors discussed above net income increased by 59.7% to US$ 10,400 million in 2010 from US$ 6,514 million in 2009. As a percentage of revenues, net income was 16.5% and 13.9% in 2010 and 2009, respectively. In 2008 net income amounted to US$ 11,120 million.

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

% changebetween

 4 and 3 quarters

For 12 months

ended December 31

% change for 12 months

ended December 31

 

December 31,2010

September 30, 2010

2010

2010

2009

2008

2010 -

2009

 2009-2008

 

(US$ million)

times

(US$ million)

times

Net cash provided by operating activities

3,636

4,354

(1.2)

15,172

10,319

14,393

1.5

(1.4)

Net cash used in investing activities

(3,999)

(3,578)

1.1

(12,439)

(8,788)

(10,822)

(1.4)

(1.2)

Net cash provided by/(used in)

financing activities

2,192

(1,615)

2.4

(558)

(877)

(3,074)

(1.6)

(3.5)

Net Cash Provided by Operating Activities

Net cash provided by operating activities amounted to US$ 3,636 million in the fourth quarter of 2010 as compared to US$ 4,354 million in the third quarter of 2010. The operating cash flow includes operations with trading securities as part of the Company's efforts to manage cash resources (net outflow of US$ 86 million in the fourth quarter 2010 and US$ 32 million in the third quarter of 2010). The adjusted net cash provided by the operating activity amounted to US$ 3,722 million in the fourth quarter of 2010 andUS$ 4,386 million in the third of 2010. The decrease in the operating cash flow primarily resulted from the increase in working capital.

In the fourth quarter of 2010, the working capital increased by US$ 758 million due to the following factors:

·; Increase in advances by US$ 490 million which resulted from prepayments of January customs duties and prepayments for transportation services, energy and other utilities in first weeks of January 2011;

·; Increase in receivables by US$ 269 million was mainly due to increase in VAT receivable, which resulted from the rapid collection and filing of necessary documents for VAT refunding;

·; Increase in the inventory by US$ 145 million, which resulted from the increase in volume of petroleum products in transit following the change in the delivery basis in the fourth quarter of 2010.

·; Decrease in trade liabilities by US$ 17 million.

This was partially offset by the following factors:

·; Increase in current interests payable by US$130 million and current payments under long term bank loans by US$ 65 million.

In 2010 net cash provided by the operating activity (adjusted for the result of the operations with trading securities of US$ 262 million) amounted to US$ 14,910 million. The increase in the operating cash flow compared with 2009 resulted from increase in the net income by 59.7%.

In 2009 net cash provided by the operating activity (adjusted for the result of the operations with trading securities of US$ 472 million) amounted to US$ 10,791million. The decrease in the operating cash flow compared with 2008 resulted primarily from the decrease in the net income by 41.4%.

Net Cash Used in Investing Activities

Net cash used in investing activities was US$ 3,999 million in the fourth quarter of 2010 compared to US$ 3,578 million in the third quarter of 2010. The increaseresulted mainly from the increase in capital expenditures, placements on bank deposits and within REPO agreement.

Net cash used in investing activities was US$ 12,439 million in 2010 compared to US$ 8,788 million in 2009. The increase mainly resulted from the increase in capital expenditures, placements on bank deposits and difference in cash flows related to REPO agreements.

Net cash used in investing activities was US$ 8,788 million in 2009 compared toUS$ 10,822 million in 2008. The decrease was primarily due to a decrease in capital expenditures and difference in the margin call deposit dynamics.

Net Cash Provided by/(Used in) Financing Activities

Net cash provided by financing activities was US$ 2,192 million in the fourth quarter of 2010 compared to US$ 1,615 million of net cash used in the financing activities in the third quarter of 2010. The increase in cash used in financing activities was mainly due to drawing down of the last tranche (US$ 4.0 billion) of long term China Development bank loan that was compensated by dividend payments in the amount of US$ 730 million.

Net cash used in financing activities decreased to US$ 558 million in 2010 from US$ 877 million in 2009 due to the decrease in loans repayments.

Net cash used in financing activities was US$ 877 million in 2009 compared to US$ 3,074 million in 2008. The decrease was primarily due to drawing down of US$ 10.0 billion (out of US$ 15.0 billion) of the long-term China Development Bank loan in 2009.

 

Capital Expenditures

The table below sets forth Rosneft's capital expenditures and licence acquisition costs:

For 3 months

ended

% change between

4 and 3 quarters

For 12 months

ended December 31

% change for 12 months

ended December 31

December 31, 2010

September 30, 2010

2010

2010

2009

2008

2010 -

2009

2009-

2008

(US$ million, except %)

Yuganskneftegaz

661

693

(4.6)%

2,500

2,252

2,866

11.0%

(21.4)%

Vankorneft

624

471

32.5%

2,122

2,531

2,433

(16.2)%

4.0%

Purneftegaz

236

118

100.0%

522

276

491

89.1%

(43.8)%

Severnaya Neft

33

22

50.0%

111

76

181

46.1%

(58.0)%

Samaraneftegaz

73

49

49.0%

217

156

195

39.1%

(20.0)%

Other1

262

218

20.2%

871

576

311

51.2%

85.2%

Total upstream segment

1,889

1,571

20.2%

6,343

5,867

6,477

8.1%

(9.4)%

The Company

17

31

(45.2)%

69

49

122

40.8%

(59.8)%

Tuapse refinery

296

219

35.2%

754

208

137

262.5%

(51.8)%

Komsomolsk refinery

36

33

9.1%

116

92

73

26.1%

26.0%

Angarsk refinery

44

24

83.3%

100

79

83

26.6%

(4.8)%

Achinsk refinery

39

30

30.0%

122

54

44

125.9%

22.7%

Syzran refinery

42

42

0.0%

111

77

78

44.2%

(1.3)%

Novokuibyshevsk refinery

31

45

(31.1)%

117

56

54

108.9%

3.7%

Kuibyshev refinery

47

33

42.4%

136

69

55

97.1%

25.5%

Marketing Business Units and others2

198

206

(3.9)%

576

409

488

40.8%

(16.2)%

Total downstream

750

663

13.1%

2,101

1,093

1,134

92.2%

(3.6)%

Other activities 3

176

74

137.8%

474

325

543

45.8%

(40.1)%

Subtotal capital expenditures

2,815

2,308

30.0%

8,918

7,285

8,154

22.4%

(10.7)%

Сhange in materials in capital expenditures

(47)

10

(>100.0)%

13

(33)

578

>100.0%

(>100.0)%

Total capital expenditures

2,768

2,318

19.4%

8,931

7,252

8,732

23.2%

(16.9)%

Licence acquisition costs

114

23

>100.0%

140

96

47

45.8%

104.3%

 

1 Including: Krasnodarneftegaz, Stavropolneftegaz, Sakhalin-1, Grozneftegaz, VSNK and Dagneftegaz.

2 Relating to companies providing processing and storage services.

3 Relating to other services companies.

 

Rosneft's total capital expenditures including material purchases increased by 19.4% toUS$ 2,768 million in the fourth quarter of 2010 compared to the third quarter of 2010. The increase in capital expenditures resulted from planning, budgeting and seasonal factors. In 2010 Rosneft's total capital expenditures including material purchases increased by 23.2% to US$ 8,931 million compared with US$ 7,252 million in 2009.

Upstream capital expenditures in the fourth quarter of 2010 increased by 20.2% compared with the third quarter of 2010 and amounted to US$ 1,889 million. The increase resulted from the equipment installation at Purneftegaz as part of gas utilization program. In 2010 the upstream capital expenditures increased by 8.1% compared with 2009 and amounted to 6,343 million. In 2008 the upstream capital expenditures amounted toUS$ 6,477 million.

Downstream capital expenditures increased by US$ 87 million or by 13.1% compared with the third quarter of 2010 due to the continued refinery upgrade investments including payments for expansion of pipeline capacity to the Tuapse refinery.

In 2010 downstream expenditures increased by 92.2% compared to 2009. The increase in downstream expenditures resulted from the works carried out as part of the project for primarily and secondary capacity upgrade and expansion at Tuapse refinery and upgrade of other refineries. In 2008 the capital expenditures amounted to US$ 1,134 million.

Capital expenditures for other activities increased by 137.8%, to US$ 176 million, in the fourth quarter of 2010, compared with US$ 74 million in the third quarter of 2010. The increase resulted from the planned acquisition of drilling, transportation and other equipment. In 2010 the capital expenditures for other activities were US$ 474 million compared to US$ 325 million in 2009. In 2008 the capital expenditures amounted to US$ 543 million.

Since the fourth quarter of 2006, the Company's subsidiaries have been purchasing construction materials and selling such materials to contractors that provide construction and drilling services at subsidiaries' fields. The net decrease in unused construction materials included in capital expenditures was US$ (47) million in the fourth quarter of 2010 compared to net increase of US$ 10 million in the third quarter of 2010. In 2010, 2009 and 2008 the net change in unused construction materials were US$ 13 million, US$ (33) million and US$ 578 million, respectively.

In the fourth quarter of 2010 the licence acquisition costs mainly refer to the acquisition of three licences for exploration in the Kara sea and the licence for exploration in the Barents sea for US$ 108 million and licences for exploration at Zimarny, Gnesdensky and Shirokinsky blocks in Samara region for US$ 6 million.

In the third quarter of 2010 the licence acquisition costs refer to the acquisition of the exploration licence at the Shikhansky, Mojarovsky blocks in Samara region.

Debt Obligations

Rosneft adjusted net debt fell to US$ 13,662 million as of December 31, 2010 compared toUS$ 13,952 million as of September 30, 2010.

Rosneft's total loans and borrowings increased to US$ 23,555 million as of December 31, 2010 from US$ 20,538 million as of September 30, 2010. The increase resulted from drawing down of US$ 4.0 billion tranche of long term China Development bank loan in the fourth quarter of 2010.

Long-term loans are generally secured by oil export contracts. As of December 31, 2010 andSeptember 30, 2010, 86.5% and 84.3% respectively, of Rosneft's borrowings were secured by crude oil export contracts (excluding export to the CIS). As of December 31, 2010 and September 30, 2010, pledged oil exports constituted 38.2% and 38.7%, respectively, of the total crude oil export sales for the analysed period (excluding export to the CIS).

The саlculation of the net debt is disclosed in the following table:

As of the date

December 31, 2010

September 30,

2010

December 31, 2009

Short term debt

5,498

5,853

7,838

Long term debt

18,057

14,685

15,669

Total debt

23,555

20,538

23,507

Cash and cash equivalents

(4,154)

(2,336)

(1,997)

Short-term bank deposits

(1,321)

(1,314)

(1,184)

Structured deposits

(3,791)

(2,774)

(529)

Short term promissory notes and other short-term liquid securities

(627)

(162)

(475)

Total net debt

13,662

13,952

19,322

Medium term deposits

-

-

(833)

Adjusted net debt

13,662

13,952

18,489

 

Key Financial Ratios 

Rosneft monitors and evaluates its activities on an ongoing basis. Key financial ratios for the periods indicated are set forth below:

For 3 months

ended

For 12 months

ended December 31

December31, 2010

September 30, 2010

2010

2009

2008

 

EBITDA margin

30.9%

30.0%

30.5%

29.0%

24.8%

 

Adjusted net income margin

17.0%

16.3%

16.6%

13.8%

15.1%

 

Net debt to capital employed ratio

0.20

0.21

0.20

0.29

0.35

 

Net debt to annualised EBITDA

0.64

0.75

0.71

1.36

1.24

 

Current ratio

1.97

1.45

1.97

1.13

0.68

 

US$/bbl

 

EBITDA/bbl

27.03

23.52

24.65

18.63

24.17

 

Upstream capital expenditure/bbl

9.50

7.97

8.14

8.06

9.15

 

Upstream operating expenses/bbl

2.99

2.75

2.83

2.57

3.41

 

Adjusted free cash flow before interest/bbl

4.22

10.37

7.49

4.73

7.93

 

US$/boe

 

EBITDA/boe

24.81

21.76

22.66

17.00

22.07

 

Upstream capital expenditure/boe

8.71

7.37

7.48

7.35

8.36

 

Upstream operating expenses/boe

2.75

2.55

2.61

2.34

3.11

 

Adjusted free cash flow before interest/boe

3.88

9.59

6.89

4.32

7.24

 

The Company considers EBITDA/bbl, upstream operating expenses/bbl 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 US GAAP.

All the 'per unit of production' indicators are calculated by dividing the total amount in US$ by the total production volume in bbl or boe and are not adjusted for the effect of changes in inventories.

The following tables set forth relevant numbers relating to these measures for and as of the periods indicated:

Upstream Measures

For 3 months

ended

For 12 months

ended December 31

December31, 2010

September30, 2010

2010

2009

2008

Upstream capital expenditures (US$ million)

1,889

1,571

6,343

5,867

6,477

Upstream operating expenses (US$ million)

595

543

2,208

1,869

2,414

Barrels of crude oil produced (million)

198.91

197.21

779.07

728.06

707.68

Barrels of oil equivalent produced (million)

216.76

213.15

847.51

797.83

775.16

 

Calculation of Adjusted Free Cash Flow

For 3 months

ended

For 12 months

ended December 31

December31, 2009

September30, 2009

2010

2009

2008

Net cash provided by operating activities

3,636

4,354

15,172

10,319

14,393

Capital expenditures

(2,768)

(2,318)

(8,931)

(7,252)

(8,732)

Free cash flow

868

2,036

6,241

3,067

5,661

Trading securities operations

86

32

(262)

472

-

License acquisition costs

(114)

(23)

(140)

(96)

(47)

Adjusted free cash

840

2,045

5,839

3,443

5,614

 

Calculation of EBITDA Margin

For 3 months

ended

For 12 months

ended December 31

December

31, 2010

September

30, 2010

2010

2009

2008

Operating income

3,772

3,213

13,499

9,128

13,005

Accretion expense

27

26

107

87

120

Depreciation, depletion and amortisation

1,578

1,399

5,597

4,350

3,983

EBITDA

5,377

4,638

19,203

13,565

17,108

Total revenues

17,384

15,471

63,047

46,826

68,991

EBITDA margin

30.9%

30.0%

30.5%

29.0%

24.8%

 

Calculation of Adjusted Net Income Margin

For 3 months

ended

For 12 months

ended December 31

December31, 2010

September30, 2010

2010

2009

2008

Net income

3,003

2,490

10,400

6,514

11,120

Effect from the assets impairment and interests SWAP

(45)

35

42

(42)

285

Effect from tax rate change

(956)

Adjusted net income

2,958

2,525

10,442

6,472

10,449

Sales revenues

17,384

15,471

63,047

46,826

68,991

Adjusted net income margin

17.0%

16.3%

16.6%

13.8%

15.1%

 

Current ratio

For 12 months ended December 31

2010

2009

2008

(US$ million, except ratio)

Current assets

23,043

15,169

12,807

Current liabilities

11,693

13,443

18,697

Current ratio

1.97

1.13

0.68

Calculation of Capital Employed and Related Indicators

For 12 months ended December 31

2010

2009

2008

(US$ million)

Short‑term loans and current portion of long‑term debt

5,498

7,838

14,084

Long‑term debt

18,057

15,669

10,081

Cash and cash equivalents(1)

(9,893)

(5,018)

(2,882)

Net debt

13,662

18,489

21,283

Shareholders' equity

54,535

44,831

38,903

Minority interest in subsidiaries' earnings

969

706

695

Equity

55,504

45,537

39,598

Capital employed

69,166

64,026

60,881

Average equity, including minority interest(2)

50,521

42,568

34,158

Average capital employed(3)

66,596

62,454

57,937

 

(1) The net debt estimation is set presented in "Debt obligations" section.

(2) Average equity including minority interest is calculated as a simple average of the equity including minority interest at the start and end of the given period.

(3) Average capital employed is calculated as a simple average of the capital employed at the start and the end of the given period.

 

Calculation of Return on Average Capital Employed (ROACE)

For 12 months ended December 31

2010

2009

2008

(US$ million, except %)

Operating income

13,499

9,128

13,005

Income tax expense

(2,644)

(2,000)

(1,904)

Effect from the income tax rate change

-

-

(956)

Return used for calculation of ROACE

10,855

7,128

10,145

Average capital employed

66,596

62,454

57,937

ROACE

16.3%

11.4%

17.5%

Calculation of Return on Average Equity (ROAE)

For 12 months ended December 31

2010

2009

2008

(US$ million, except %)

Adjusted net income

10,442

6,472

10,449

Average equity, including minority interest

50,521

42,568

34,158

ROAE, annualized where appropriate

20.7%

15.2%

30.6%

 

Risk analysis

 

Rosneft categorizes risk factors in three areas: Industry; Legal; and Financial.

 

The major part of Rosneft's business activities are concentrated in Russia and thus Rosneft is affected by risks arising from Russian legislation and the Russian business environment. The Company is also subject to some industry-specific risks, which are an integral part of any activities related to hydrocarbon exploration, production, refining and marketing. The financial risks faced by Rosneft are universal to Russian production companies.

Rosneft constantly monitors risks, mitigates their occurrence and probability, and seeks to actively protect the Company's rights and legal interests within the legislative framework.

In the event that one or several of the risks indicated below materialize, Rosneft will work to minimize any negative consequences, using the most appropriate measures in each particular case. However, Rosneft cannot guarantee that such measures will be completely effective, and, as a result, such risks could have a material adverse effect, separately or in combination, on Rosneft's business operations.

Industry Risks

Country and Regional Risks

Substantially all the Company's fixed assets are located in, and a significant portion of its revenues are derived from, Russia. Administrative and economic reforms carried out in the Russian Federation have improved the economic situation in the country and largely contributed to long-term social and political stability, however, shifts in governmental policy and regulation in Russia may be less predictable than in many Western countries. There are certain risks associated with an investment in Russia. Emerging markets, such as Russia, are subject to greater risks than more developed markets, including political, economic, social and legal risks.

In addition, the Company is exposed to risks related to its international operations. As of December 31, 2010 Rosneft participated in two exploration works in Kazakhstan, one project in Algeria, one project in UAE, one project in Venezuela. Similar to Russia, these are developing economies and so are more prone to political, economic, social and legal risks than more developed markets. Overall, the risks related to carrying out business activities in these countries are comparable or higher than those related to business operations in Russia.

Risks Related to Competition

The oil and gas industry is intensely competitive. Rosneft faces risks related to intensifying competition from national oil and gas companies and supermajors.

Rosneft could face risks connected with increasing competition in respect of: purchase of exploration and production licenses at auctions held by the Russian Government; acquisition of other Russian companies that may already own mineral licenses or other relevant assets; securing leading independent service companies that may have limited capacity to render core services; purchase of equipment for capital projects, which may be in short supply; employment of highly skilled and experienced staff; purchase of existing retail assets and land plots to develop new retail space; and purchase of, or gaining access to, oil refining facilities. Any failure by Rosneft to compete effectively could adversely affect Rosneft's operating results and financial condition.

Operational Risks

Development and exploration projects involve many uncertainties and operational risks that can prevent oil and gas companies from realizing profits and can cause substantial losses. Rosneft's development and exploration projects may be delayed or unsuccessful for many reasons, including cost overruns, lower crude oil and gas prices, delays in the completion of important infrastructure projects, equipment shortages and mechanical difficulties.

Risks Related to Estimation of Prospective and Contingent Resources

Special uncertainties exist with respect to the estimation of prospective and contingent resources. Prospective resources are defined as those deposits that are estimated, as of a given date, to be potentially recoverable from undiscovered accumulations. Contingent resources are defined as those deposits that are estimated, on a given date, to be potentially recoverable from known accumulations, but that are not currently considered commercially recoverable. Substantially all of Rosneft's resources are prospective resources. The probability that prospective resources will be discovered, or be economically recoverable, is considerably lower than for proved, probable and possible reserves. Volumes and values associated with prospective resources should be considered highly speculative.

 

Exploration Risks

Exploration drilling involves numerous risks, including the risk that oil and gas companies will encounter no commercially productive crude oil or gas reserves. Rosneft is exploring in various geographical areas where environmental conditions are challenging and costs can be high. The cost of drilling, completing and operating wells is often uncertain. As a result, Rosneft may incur cost overruns or may be required to curtail, delay or cancel drilling operations because of many factors, including unexpected drilling conditions, pressure or irregularities in geological formations, equipment failures or accidents, adverse weather conditions, compliance with environmental regulations, governmental requirements and shortages or delays in the availability of drilling rigs and the delivery of equipment. Rosneft's future production depends significantly upon its success in finding or acquiring and developing additional reserves. If Rosneft is unsuccessful, it may not meet its production targets and its total proved reserves and production would decline, which could adversely affect Rosneft's operating results and financial condition.

 

Risks Related to Reserves Estimates

Crude oil and gas reserves data are only estimates and are inherently uncertain and the actual size of accumulations may differ materially from these estimates. Petroleum engineering is a subjective process of estimating underground accumulations of crude oil and gas that cannot be measured in an exact manner. Estimates of the value and amount of economically recoverable crude oil and gas reserves, rates of production, net present value of future cash flows and the timing of development expenditures necessarily depend upon several variables and assumptions. Furthermore, special uncertainties exist with respect to Russian reserves methodology. The Russian reserves methodology considers geological factors alone and does not take into account the economic feasibility of extraction of reserves. Therefore, all reserve estimates are subjective, and any inaccuracy in reserve data could affect Rosneft's business activities.

 

Risks Related to Crude Oil, Natural Gas and Oil Product Prices

Rosneft's operating results and financial condition depend substantially upon prevailing global prices of crude oil, gas and petroleum products. Historically, prices of crude oil have fluctuated widely. A downward trend in prices could adversely affect Rosneft's operating results and financial position.

 

Risks Related to Geographic and Climatic Conditions

Rosneft operates in regions that generally have stable climates and which are not subject to natural hazards and disasters. However, abnormally low temperatures during the winter in a number of northern regions may complicate the work of oil production facilities of the Company.

 

Risks Related to Gas Production and Marketing

Rosneft is exposed to several risks in connection with sales of the gas it produces. The Unified Gas Supply System (UGSS) is owned and operated by OJSC Gazprom and transports all gas in Russia. Under existing regulations, Gazprom should provide access to UGSS to all internal independent suppliers on an equal basis. However, these regulations may change or OJSC Gazprom may fail to observe the principle of equal access in the future.

OJSC Gazprom is a monopolistic supplier of gas in Russia. The Russian Government regulates prices of gas sold by OJSC Gazprom in Russia. Any increase of the regulated price at a slower-than-expected rate could adversely affect Rosneft's operating results and financial condition.

Further growth in gas output as well as increasing gas sales to independent regional traders and industrial consumers will depend on sufficient access to the UGSS capacity.

 

Dependence on Monopolistic Providers of Services for Transportation of Oil and Oil Products and Respective Tariffs

Rosneft depends on monopolistic providers for transportation of oil and oil products. The company has no control over the infrastructure that they use and tariffs which they set. OJSC Transneft (Transneft) is a governmental monopoly operating oil pipelines. Any significant disturbance to the Transneft pipeline system or restrictions on access to its capacities could lead to severe disruptions in oil supplies that could adversely affect Rosneft operating results and financial position. Rosneft is obliged to make payments to Transneft for transportation services. Failure to make payments could lead to termination or suspension of the Company's access to the Transneft system and could negatively impact the operating results and financial position of Rosneft. Transneft periodically raises fees for the use of its network, which increases expenses of Rosneft and, accordingly, adversely affects its operating results and financial position.

Rosneft also depends on railway transportation for distribution of crude oil and petroleum products. Use of railway services exposes Rosneft to risks, such as potential failure of deliveries due to deterioration of the Russian Railways infrastructure and increases in transportation tariffs, which would lead to higher costs of crude oil and petroleum product transportation.

 

Risks Associated with Health, Safety and Environmental Laws and Regulations

Oil and gas companies may incur material costs to comply with, or as a result of, health, safety and environmental laws and regulations. Rosneft incurs, and expects to continue to incur, substantial capital and operating costs in order to comply with increasingly complex health, safety and environmental laws and regulations. Under its exploration and development licenses, Rosneft also must generally commit to limit the level of pollutants that it releases and to undertake remediation in the event of environmental contamination and is subject to regular ecological inspections by Russian state authorities. Rosneft endeavors to comply with applicable environmental laws and regulations, but may not always be in compliance. Although Rosneft does not anticipate any material impact on its operating results and financial position from the current level of pollution and potential clean-up costs, in the future, the costs of measures to comply with environmental regulations and liabilities related to environmental damage caused by Rosneft may increase.

 

Legal Risks

 

Risks Related to the Legal Framework and Changes in Legal Practice

The Russian legal framework required by a market economy is still under development. Weaknesses relating to the Russian legal system and Russian law create an uncertain environment for investment and for business activity. Federal laws and decrees, orders and regulations issued by the President, the Government and federal ministries, regional and local rules and regulations, at times, overlap or contradict one another. The recent nature of much of Russian law and the rapid evolution of the Russian legal system result in ambiguities, inconsistencies and anomalies. Other risks of the current Russian legal system include, inter alia, substantial gaps in the regulatory structure due to the delay or absence of implementing legislation, the relative inexperience of certain judges and courts in interpreting new principles of Russian law, particularly business and corporate law, and a high degree of discretion on the part of governmental authorities. The judicial guidance on interpretations of Russian law is limited and decisions of the highest courts have significant impact on the law enforcement process. Rosneft monitors latest trends and changes in the effective legislation and court practice on permanent basis.

 

Risks Related to Changes in Legislation for Subsoil Resource Use and Licensing

Rosneft faces the risk that its exploration and production licenses may be suspended, amended or terminated prior to the end of their terms, and that Rosneft may be unable to obtain or maintain various permits and authorizations. If the authorities find that Rosneft has failed to fulfill the terms of its licenses, permits or authorizations, or if Rosneft operates in its license areas in a manner that violates Russian law, they may impose fines on Rosneft or suspend or terminate its licenses. Furthermore, Rosneft may have to increase spending to comply with license terms. Any suspension, restriction or termination of Rosneft's licenses could adversely affect the Company's operating results and financial condition.

Rosneft mitigates this risk by building its business in license areas with due regard for the high requirements of the Russian subsoil resource legislation, ensuring license agreements are duly updated as the applicable legislation changes. Rosneft makes continuous efforts to review and assess legislative initiatives of appropriate ministries and departments in connection with legislation on subsoil resources and licensing of relevant types of businesses.

 

Risks Related to Currency Control Regulations

A portion of Rosneft's assets and liabilities is denominated in foreign currency. Russian currency control regulations may increase costs or hinder Rosneft's ability to conduct its business. Changes in exchange regulation also may affect business operations of the Company. During the period through 2010, significant restrictions on exchange operations were lifted in line with the Government's policy aimed at the liberalization and further improvement of the currency regulation regime. The trend towards the liberalization of exchange regulation reduces the risk of adverse effects on Rosneft's operations with foreign currency. However, Russian currency control laws and regulations still impose a number of limitations on currency operations. In particular, subject to certain exceptions, foreign currency operations between Russian residents are prohibited. These restrictions could increase the cost for the Company of, or prevent the Company from carrying out, necessary business transactions, or from successfully implementing Rosneft's business strategy, which could have an adverse effect on the Company's operating results and financial position.

 

Risks Related to Changes in Tax Legislation

Rosneft is subject to a broad range of taxes imposed at the federal, regional and local levels, including but not limited to export duties, mineral extraction tax, corporate income (profits) tax, and value added tax. Russian tax law is not fully developed and is subject to frequent changes. Although the quality of tax legislation has generally improved, the possibility exists that Russia may impose arbitrary or onerous taxes and penalties in the future, which could adversely affect Rosneft's business.

Rosneft constantly monitors changes introduced to tax legislation, and assesses and forecasts the degree of potential influence of such changes on its business.

The Company charges and pays taxes and duties in strict compliance with effective legislation. Recent changes in tax legislation are assessed by the Company as positive, however, there can be no assurance that the current tax rates will not be increased or that new taxes will not be introduced. The introduction of new taxes or change in tax provisions may affect Rosneft's overall tax efficiency and may result in significant additional taxes becoming payable.

 

Risks associated with change in customs regulation and duties

 

Rosneft is involved in foreign economic relations, and is therefore subject to several risks that arise from changes to legislation governing foreign economic relations, and to customs legislation governing procedures for transportation of goods across the customs border, application of customs regimes, and setting and levying of customs charges.

Customs regulation is carried out in accordance with international customs agreements entered into by the Russian Federation, provisions of the Russia Customs Code, the Russian Federal Law on Customs Tariffs and other federal laws and related legal acts regarding Government regulation of foreign economic activity.

The Agreement on the Customs Code of the Eurasian Economic Union was approved by Decree  17 of the Inter-governmental Council of the Eurasian Economic Union on November 27, 2009, and the Agreement came into force on July 6, 2010, taking account of temporary exceptions for some goods, as stipulated in Council Minutes dated July 5, 2010. The Agreement has been in force in the Russian Federation since July 1, 2010.

Federal Law  311setting out procedures and rules for customs regulation in the Russian Federation was passed in the fourth quarter of 2010 for purposes of execution in the Russian Federation of international agreements, which constitute the contractual and legal basis of the Customs Union of the Eurasian Economic Union. The Law came into force on December 29, 2010, with the exception of certain of its provisions, which come into force at other agreed times.

The Customs Code of the Russian Federation ceased to operate from October 1, 2010 due to coming into force of the Federal Law on Customs Regulation in the Russian Federation. However, the greater part of Code provisions already ceased to operate on the date when the Law came into force.

At the present time, in accordance with the Federal Law № 164 on Principles of Government Regulation of Foreign Trade Activity (dated December 8, 2003), crude oil can be exported without quantitative limitations or export licensing. Quantitative limitations on exports can only be introduced by decision of the Government of the Russian Federation in exceptional cases, which are set out in the aforementioned Federal Law. Rosneft uses the services of professional organizations - customs brokers, acting in the Company's name and on its instructions - for documentation of customs operations, payment of customs duties and other actions connected with observance of the customs regime for export of crude oil and petroleum products. However, it should be noted that delegation of customs operations to customs brokers does not exempt Rosneft from potential risk of civil liability in case of violations of customs legislation. In order to avoid such eventualities Rosneft constantly works with and monitors actions by customs brokers. The procedure for setting rates of export customs duties on crude oil (TN VED code 2709 00) and specific goods categories, produced from crude oil, as listed by the Russian Government, is described in Point 4 of Paragraph 3 of the Federal Law № 5003-I on Customs Tariffs, passed on May 21, 1993 and passed with amendments on December 3, 2008.

This procedure requires export duty rates on crude oil and petroleum products to be based on the average price for Urals crude oil on international commodity markets (Mediterranean and Rotterdam) during the most recent monitoring period. The monitoring period for crude oil prices on international commodity markets (Mediterranean and Rotterdam) runs from the 15th day of each calendar month to the 14th day of the following calendar month, inclusively, starting from October 15, 2008. Rates of export duties on crude oil and certain categories of goods, produced from crude oil, are set for a period of one calendar month.

Amendments to customs legislation in 2010, which may have positive effect on Company business include: reduction of time and documents required for export of goods outside the Customs Union; permission for an exporter to present documents establishing rights on one occasion only before and during the process of customs declaration as well as legal restriction of the list of such documents; simplification of import and export of complex, multi-component equipment; and creation of a legal framework for electronic declaration of goods. One adverse change in legislation is that new customs control rules complicate free movement of goods inside the Customs Union, giving Russian customs bodies the right to require proof of the origin and place of production of goods.

However, disputes between Rosneft and customs authorities, which arose in 2010, did not concern amendments to customs legislation. Rosneft constantly analyzes and monitors such amendments and takes account of risks associated with new legislation in its business.

 

Risks associated with changes to antimonopoly legislation 

Rosneft has significant shares of wholesale markets in the Russian Federation for automotive gasoline, diesel fuel, jet fuel and fuel oil, so Company business in this sphere is subject to additional requirements intended to protect competition, entailing risks associated with changes to antimonopoly legislation.

Antimonopoly legislation is carried out in accordance with Russian federal laws and legal acts associated with these laws.

The principal law governing antimonopoly regulation is the Federal Law on Protection of Competition.

Amendments in July 2009 to the Federal Law on Protection of Competition expand the list of authorities of antimonopoly bodies and revise a number of key concepts in antimonopoly legislation (including 'dominant position', 'monopolistically high and 'monopolistically low price', 'group of persons', 'vertical agreements', etc.), many of which lead to numerous contradictions in interpretation and application in practice, since they have a non-specific, subjective character.

There were no amendments to antimonopoly legislation with effect on Company business in the course of 2010.

However, various government bodies worked on law drafts during 2010, which are intended to change acting antimonopoly legislation in general and antimonopoly regulation applicable to the business of companies in the oil & gas sector, in particular.

Rosneft constantly monitors both amendments to existing legislation and law drafts, which are in preparation, assessing the nature of any amendments and taking account of them in its business in order to minimize risks arising from changes in antimonopoly requirements. The Company is party to a working group set up by the United Russia fraction in the State Duma of the Russian Federal Assembly for work on a draft law amending the Federal Law on Protection of Competition. The draft is intended to overcome existing problems in application of antimonopoly legislation.

The Company takes all necessary measures in its business selling petroleum products on the domestic market to minimize the risks indicated above, constantly monitoring market price levels and making full use of market instruments to assist sales. In particular, 10-15% of the total volume of petroleum products sold by Rosneft on the domestic market are sold via commodity exchanges, and the Company implements other recommendations of antimonopoly bodies to help ensure that petroleum product pricing is economically justified.

 

Risks associated with current legal disputes, to which the Company is a party

 

1) In 2006 the International Commercial Arbitrage Court of the Russian Chamber of Commerce upheld claims by Yukos Capital S.a.r.l. for recovery of debt from OJSC Yuganskneftegaz (the legal predecessor of OJSC Rosneft Oil Company) under four loan agreements. These court decisions are hereafter referred to as the 'Arbitrage Verdicts'. The sum to be recovered consisted of RUB 11,233.0 mln loan principal, RUB 1,702.9 mln accrued interest and USD 0.9 mln arbitrage fees and court costs. Yukos Capital S.a.r.l. made an application to the Court of Amsterdam (Netherlands) for the Arbitrage Verdicts to be upheld and implemented in the Netherlands. In May 2007 Rosneft successfully contested the Arbitrage Verdicts in the Moscow Arbitrage Court based on procedural violations in the earlier court case. This decision was upheld by appeal and supervisory courts in the Russian Federation.

 

On February 28, 2008 the Amsterdam Court refused to uphold the Arbitrage Verdicts and order their execution in the Netherlands. On April 28, 2009 the Amsterdam Appeal Court overturned the ruling of the Amsterdam Court and ordered that the Arbitrage Verdicts should be executed in the Netherlands. The Company appealed to the Supreme Court of the Netherlands on April 28, 2009 for the ruling of the Amsterdam Appeal Court to be revised, but on June 25, 2010 the Supreme Court ruled that the appeal by the Company should not be heard.

 

In addition to the legal case in the Netherlands, Yukos Capital S.a.r.l. made a further claim in 2009 and at the start of 2010 for the Arbitrage Verdicts to be upheld and implemented in the USA, and in England and Wales, Ireland, and Jersey, and also for awarding of interest on the sums referred to in the Arbitrage Verdicts. In accordance with a court order by the English court on April 6, 2010, the Company agreed to provide security agreed by the parties for purposes of the courts cases in England and the Netherlands, and the court cases in the USA, Ireland, and Jersey were terminated.

 

As stated above, on June 25, 2010 the Supreme Court of the Netherlands ruled that the appeal by the Company against the verdict of the Amsterdam Appeal Court from April 28, 2010 should not be heard. Although Rosneft disagrees with the rulings of the aforementioned Dutch courts, on August 11, 2010 it made a payment to Yukos Capital S.a.r.l. equivalent to the sum indicated in the Arbitrage Verdicts. Yukos Capital S.a.r.l. is maintaining its application to the High Court of Justice in London for payment of interest, calculated by reference to legal statutes, amounting to USD 160 mln at the time when the application was made.

 

Rosneft will make every effort to defend its position in respect of the further claims in ongoing legal proceedings in England. Preliminary hearings on specific issues in the framework of these proceedings are currently scheduled for May 2011.

 

2) In May 2007 a court in Amsterdam upheld an application by the company Glendale Group Limited for preventative arrest of RUB 3.5 bln in cash, which may be transferred to Rosneft as a result of court claims in the Netherlands. Glendale Group Limited justified the application by the existence of a RUB 3.5 bln debt on 8 promissory notes issued by OJSC Yuganskneftegaz in 2003. The court requested Rosneft to present its objections to the claim before October 15, 2008, and before this date the Company made a claim of lack of jurisdiction of this dispute in the Netherlands, which was rejected by the court on May 13, 2009. The court again requested Rosneft to present its objections to the claim before June 24, 2009, and Rosneft made an application before that date for originals of the promissory notes to be presented by the claimant. The court rejected this claim on February 17, 2010 since Glendale Group Limited had in the meantime presented the promissory notes to the court. On July 7, 2010 Rosneft submitted objections to the claim and a request for the case to be dismissed. The court ordered a hearing on February 16, 2011of the request by Rosneft for the case to be dismissed, but the hearing was postponed and a new date had not been set at the time when this Annual Report went to print.

 

Rosneft is also involved in a number of other court cases, which arise on the course of ordinary business and do not represent a substantial risk for Company operations and finances.Financial Risks

Inflation Risk

Certain of Rosneft's costs, such as the prices it pays for pipes, valves and other equipment, as well as salaries, are affected by inflation in Russia. Most of Rosneft's revenues are either denominated in US dollars or are correlated with the US dollar and depend largely on the international prices of crude oil and gas. Accordingly, the inflation of Rosneft's ruble costs in Russia, if not balanced by a corresponding deflation of the ruble against the US dollar or an increase in crude oil prices, could adversely affect Rosneft's operating results and financial condition.

 

Liquidity Risk

Liquidity risk may arise where the maturities of assets and liabilities do not match. The Company is constantly expanding its business, using its own and borrowed funds. Rosneft believes that based on its current financial position and the market situation, it will be able to meet its liquidity needs.

 

Foreign Exchange Rate Risk

A major proportion of the Company's gross revenue is attributable to export operations. All of Rosneft's export revenues, including the exports of crude oil and petroleum products, are denominated in US dollars or are correlated with US dollar-denominated prices for crude oil and petroleum products. A significant portion of Rosneft's operating costs, other than debt service costs, is denominated in rubles. Any appreciation of the ruble against the US dollar generally adversely affects Rosneft's operating results and financial condition. Conversely, any depreciation of the ruble against the US dollar generally positively affects Rosneft's operating results and financial condition.

Where the Company's expenses are denominated in a foreign currency, this allows for a natural hedging of the foreign exchange risk. Rosneft borrows significantly in the international debt capital markets, as a result of which the bulk of its loans and servicing obligations are denominated in US dollars. The Company offsets the foreign currency risk with respect to those costs and liabilities that are denominated in rubles, by way of forward sales for rubles of a portion of its revenue denominated in foreign currency.

 

Interest Rate Risk

As a major borrower, Rosneft is exposed to risks associated with changes in interest rates. The Company's primary source of debt financing is international debt capital markets. The majority of its debt portfolio is represented by US dollar denominated loans that bear interest at rates determined with reference to LIBOR and EURIBOR. Accordingly, an increase in LIBOR/EURIBOR rates can lead to higher costs of debt servicing, which, in turn, may adversely affect the Company's solvency and liquidity.

The Company manages the interest rate risk by using transactions with derivative financial instruments, such as interest rate swaps, which enable the Company to fix an interest rate for a part of its credit portfolio. Rosneft also employs a comprehensive set of internal controls to seek to mitigate financial risks.

 

Indebtedness Risk

Rosneft must observe certain financial and other restrictive covenants under the terms of its indebtedness. Failure to comply with such covenants, or the occurrence or continuation of any other events of default, could lead to the acceleration of Rosneft's indebtedness. This could hinder Rosneft's ability to carry out its business strategy and could limit Rosneft's ability to: borrow money; create liens; give guarantees; make acquisitions; sell or otherwise dispose of assets; and engage in mergers, acquisitions or consolidations.

 

Capital Expenditure Risks

Rosneft's business requires significant capital expenditures. In the event of a fall in international crude oil prices, Rosneft expects that it will have to finance more of its planned capital expenditures from outside sources, including bank borrowings and offerings of debt or equity securities in the domestic and international capital markets. If necessary, these financings may be secured by Rosneft's exports of crude oil. Nonetheless, Rosneft may be unable to raise the financing required for its future capital expenditures, on a secured basis or otherwise, on acceptable terms or at all. If Rosneft is unable to raise the necessary financing, it will have to reduce planned capital expenditures, which could adversely affect its operating results and financial condition.

 

Insurance Risk

Rosneft does not carry insurance against all potential risks and losses and its insurance might be inadequate to cover all of its losses or liabilities, or may not continue to be available on commercially reasonable terms. Rosneft only has limited, and potentially an insufficient level of, insurance coverage for expenses and losses that may arise in connection with property damage, work-related accidents and occupational illness, natural disasters and environmental contamination.

Rosneft has insurance for hazardous operations that is mandatory under Russian law. Rosneft's upstream and downstream companies are insured against all risks of physical loss and/or damage to the insured property. Rosneft carries director and officer liability and public securities offerings insurance policies, which cover directors' personal liability for 'wrongful acts' and provide reimbursement to the Company and/or the directors for any payments they have made in connection with such claims. The Company does not, however, have any business interruption insurance. Accordingly, losses or liabilities arising from such events could increase Rosneft's costs and could adversely affect its operating results and financial condition.

Corporate Governance

 

System of Corporate Governance

An effective and transparent system of corporate governance is essential for the sustainable development of Rosneft, for enhancing the Company's social responsibility before all interested parties, and for raising the Company's investment appeal. As a public company, Rosneft monitors and makes use of the latest international corporate governance experience.

 

The main tasks of the Company with respect to corporate governance are:

§ application, dissemination, monitoring and enforcement of efficient unified governance standards at all of the Group's structural divisions and subsidiaries;

§ constant improvement of relationships with shareholders and institutional investors, employees, business partners and other interested parties;

§ improvement of information policy and achievement of greater information transparency;

§ ensuring efficient long-term cooperation with local government to support socio-economic development in Russian regions.

 

Rosneft's system of corporate governance consists of the General Meeting of Shareholders, the Board of Directors, a Collegial Executive Body (the Management Board), and a Chief Executive Officer (the Company President).

Rosneft has voluntarily decided to apply the non-mandatory Corporate Code of Conduct approved by the Government of the Russian Federation on November 28, 2001 (Minutes No. 49) and recommended by the Federal Commission for the Securities Market (Directive No. 421/r of April 4, 2002) (referred to below as the "Russian Corporate Governance Code"). The Russian Corporate Governance Code is available (in Russian) at Vestnik of the Federal Commission for the Securities Market, issue No. 4 of April 30, 2002 and online at http://fkcb.ffms.ru. Rosneft has also adopted the internal Corporate Code of Conduct (referred to below as the "Rosneft Corporate Code of Conduct"), which lays out the principles and foundations of Rosneft's system of corporate governance. The Rosneft Corporate Code of Conduct was designed to follow the Russian Federal Law on Joint Stock Companies, the Russian Corporate Governance Code, the OECD principles of corporate governance and the Company's Charter. The Rosneft Corporate Code of Conduct is available at the Company's web site (www.rosneft.com).

 

The General Meeting of Shareholders

The General Meeting of Shareholders is the Company's supreme governing body.

The Company implements the Regulation on the General Meeting of Shareholders, which was approved in an amended version by the General Meeting of Shareholders on June 19, 2009 (Minutes unnumbered dated June 29, 2009).

The Annual General Meeting of Shareholders (for 2009 results) was held on June 18, 2010 in Saint Petersburg (Minutes unnumbered dated June 23, 2010) and 97.7% of Company shares were represented at the meeting. Viewing of the proceedings for those with the right to participate was possible in Moscow, Krasnodar, Krasnoyarsk, Samara and Yuzhno-Sakhalinsk via a television link.

The Meeting approved: the Company's Annual Report and financial accounts for 2009, including the profit & loss account; distribution of Company profit for 2009; the level, schedule

and form of payment of dividends for 2009; and remuneration and compensation of expenses for members of the Company Board of Directors. Decisions were also taken on appointment of members of the Board of Directors and of the Company's Audit Commission, approval of the Company Auditor, and approval of related-party transactions.

Decisions taken by General Meeting of Shareholders had been fully executed as of December 31, 2010.

The first meeting of the newly appointed Board of Directors was held at the end of the Shareholders Meeting, and the Board appointed a Chairman and Deputy Chairmen.The Board also confirmed membership of its three committees, each of them headed by an independent director.

The Board of Directors

The Board of Directors is the principal component of Rosneft's system of corporate governance. It carries out general management of Company business on behalf and in the interests of all its shareholders within the limits of its authority, as prescribed by Law and the Company Charter.

The role of the Board is governed by the Regulation on the Board of Directors, which was approved in an amended version by the General Meeting of Shareholders on June 19, 2009 (Minutes unnumbered dated June 29, 2009).

As well as being responsible for efficient management of the Company, the Board of Directors supervises the system of control over the activities of the Company's executive bodies, and ensures efficient interaction between Company bodies and observance and protection of the rights and lawful interests of shareholders. In carrying out these functions the Board of Directors works closely with the Company auditor (partly through the BoD committees) and with other bodies and structural subdivisions of the Company, and with Company officials.

The Board of Directors is governed in its decision-making by the following principles:

- that decisions should be taken based on accurate information about Company business;

- prohibition of any limitations on the rights of shareholders, including the right to participate in management of Company affairs, and to receive dividends and information about the Company, as provided for under the law of the Russian Federation;

- achieving a balance between interests of various groups of shareholders to ensure the greatest possible objectivity in decision-making for the benefit of all Company shareholders.

 

The Board of Directors of Rosneft approved the following documents in 2006 in order to improve the Company's corporate governance system:

§ Regulation on the Procedure for Formation and Operation of the Board Committees;

§ Regulation on the Board Audit Committee;

§ Regulation on the Board HR and Remuneration Committee;

§ Regulation on the Board Strategic Planning Committee;

§ Rosneft Corporate Code of Conduct;

§ Regulation on the Corporate Secretary;

§ Regulation on Dividend Policy;

§ Regulation on Insider Information;

§ Regulation on Information Disclosure Policy;

§ Regulation on Internal Control of Operations and Finances;

§ Regulation on the Accounting Commission.

To ensure compliance with provisions of Russian Corporate Governance Code, the Company's Board of Directors resolved on May 22, 2007 to broaden the functions of the Corporate Secretary in supporting activities of the Board of Directors through introduction of relevant amendments and additions to the Rosneft Corporate Code of Conductand the Regulation on the Corporate Secretary.

On October 18, 2008, for purposes of defining the roles and functions of the Board of Directors of the Company and to raise the overall efficiency of work by the Board, amended versions of the following documents were approved: the Regulation on the Board Audit Committee; the Regulation on the Board HR and Remuneration Committee; the Regulation on the Board Strategic Planning Committee; and the Regulation on the Procedure for Formation and Operation of the Board Committees.

On December 31, 2008 a Code of Business Ethics was approved in order to ensure strict compliance of Company business with generally accepted principles of responsible conduct of business. The Code formulates the mission and values of Rosneft as well as principal rules for conduct of Company officials and for interaction between them.

All of the above-mentioned documents can be viewed on the Company's website together with the Rosneft Charter. Information on observance of the Russian Corporate Governance Code and the Rosneft Corporate Code of Conduct is provided in Appendix [2] to this Report.

Rosneft aims to achieve maximum efficiency in the activities of the Board of Directors through high levels ofqualification of its members, the personal reliability of each member of the Board of Directors, and the reliability of the Board of Directors as a whole, for the decisions which the Board makes, as well as achieving an optimal balance between executive, non-executive and independent members of the Board.

Newly appointed members of the Board of Directors undergo an induction program, in which they are familiarized with the Company's internal documents and decisions made by the General Meeting of Shareholders. Other information, which Board members may require for proper execution of their duties, is supplied to them on request.

The composition of the current Board of Directors corresponds to standards set out in the Rosneft Corporate Code of Conduct and to international corporate governance practices. As of December 31, 2010 all nine of the nine directors were non-executives and three of them were independent.

 

Members of the Board of Directors of Rosneft (as of December 31, 2010)

There were no changes in membership of the Board of Directors in 2010. From January 1, 2010 until June 18,2010 the functions of the Board of Directors were carried out by the members who were elected by the General Meeting of Shareholders on June 19, 2009; and from June 18, 2010 until December 31,2010 the functions of the Board of Directors were carried out by the members who were elected by the General Meeting of Shareholders on June 18, 2010.

 

 

Igor Sechin

Chairman of the Board of Directors of Rosneft.

Born in 1960. Graduated from Leningrad State University in 1984.

DoctoralCandidate in Economics. Awarded state and industry prizes.

From 1991 to 1996 - work in St.Petersburg City Hall.

From 1996 to 1998 - work in the Directorate of Affairs of the President of the Russian Federation, and in the Main Control Directorate of the President of the Russian Federation.

In 1999 - Head of the Secretariat of the Deputy Prime Minister of the Russian Federation.

From August 1999 - Head of the Secretariat of the Prime Minister of the Russian Federation.

From 2000 - Deputy Head of the Executive Office of the President of the Russian Federation. From March 2004 -Deputy Head of the Executive Office of the President of the Russian Federation, Aide to the President of the Russian Federation.

From May 2008 - Deputy Prime Minister of the Russian Federation.

From 2004 - Member of the Board of Directors of Rosneft.

 

Vladimir Bogdanov

Member of the Board of Directors of Rosneft.

Born in 1951. Graduated in 1973 from the Tyumen Industrial Institute specializingin 'Drilling of oil & gas wells'. Obtained a second higher education at the Economics Academy attached to the Council of Ministers of the USSR, specializing in 'Economics, management organization, and economic planning'. Doctor of Economic Science. Author of many published scientific works and articles and developer of technical innovations. Awarded state and industry prizes.

From 1993 - Member of the Board of Directors, CEO of OJSC Surgutneftegaz.

From 2009 - Member of the Board of Directors of Rosneft.

 

 

Sergey Bogdanchikov

Member of the Board of Directors of Rosneft.

Born in 1957. Graduated with distinction from Ufa Petroleum Institute in 1981, specializing in 'Technology and complex mechanization of oil & gas field development'. Doctor of Engineering Science and author of several published scientific articles. Awarded state and industry prizes.

From 1993 - CEO of OJSC Rosneft-Sakhalinmorneftegaz.

From 1997 - Vice-President of Rosneft.

From 1998 - President of Rosneft (authority was terminated with effect from September 5, 2010).

From 1995 - Member of the Board of Directors of Rosneft.

 

Andrey Kostin

Independent Member of the Board of Directors of Rosneft, Deputy Chairman of the Board of Directors, Chairman of the HR and Remuneration Committee, Member of the Audit Committee.

Born in 1956. Graduated with distinction from the Economics Faculty of Lomonosov Moscow State University in 1979, specializing in Political Economy. Doctoral Candidate in Economics. Awarded state and industry prizes.

From 1993 to 1995 - Deputy Head of the Foreign Investments Department of Imperial Bank.

In 1995 - First Deputy Chairman of National Reserve Bank (NRB).

From 1996 to 2002 - Chairman of Vnesheconombank.

From 2002 - President and Chairman of the Management Board of VTB Bank.

From 2006 - Member of the Board of Directors of Rosneft.

 

Alexander Nekipelov

Independent Member of the Board of Directors of Rosneft, Chairman of the Strategic Planning Committee, member of the Audit Committee.

Born in 1951. Graduated from the Economics Faculty of Lomonosov Moscow State University in 1973, specializing in Political Economy. Doctor of Economics. Author of numerous published scientific articles. Awarded state and industry prizes.

From 1998 - Director of the Institute of International Economic and Political Studiesat the Russian Academy of Sciences.

From 2001 - Vice-President of the Russian Academy of Sciences, Academician of the Russian Academy of Sciences.

From 2006 - Member of the Board of Directors of Rosneft.

 

Andrey Reus

Member of the Board of Directors of Rosneft, member of the Strategic Planning Committee.

Born in 1960. Graduated from Lomonosov Moscow State University in 1983, specializing in Political Economy. Doctor of Economics. Author of numerous published scientific articles. Awarded state and industry prizes.

From 1998 - Advisor to the Deputy Prime Minister of the Russian Federation.

From 1998 to 1999 - Deputy Head of the Department of Interbudgetary Relations at the Ministry of Finance of the Russian Federation.

From 1999 to 2002 - Head of the Secretariat of the First Deputy Prime Minister of the Russian Federation.

From 2002 to 2004 - Head of the Secretariat of the Deputy Prime Minister of the Russian Federation.

From 2004 - Deputy Minister of Industry and Energy of the Russian Federation.

From September 2007 - CEO of OJSC OBORONPROM.

From 2004 - Member of the Board of Directors of Rosneft.

 

 

Yury Petrov

Deputy Chairman of the Board of Directors of Rosneft, member of the HR and Remuneration Committee.

Born in 1947. Graduated from Leningrad State University in 1971 specializingin Law. Doctoral Candidate in Law. Author of numerous scientific publications. Awarded state and industry prizes.

From 1995 to 2000 - Practice as a Lawyer in the St. Petersburg Advocates Bar.

From 2000 to 2002 - Lecturer at the Law Faculty of St. Petersburg State University.

From August 2002 - Adviser to the Chairman, Head of the Legal Department of the Russian Fund for Federal Property.

From October 2004 - Acting Chairman of the Russian Fund for Federal Property.

From April 2006 - Chairman of the Russian Fund for Federal Property.

From May 2008 - Head of the Federal Agency for State Property Management.

From 2008 - Member of the Board of Directors of Rosneft.

 

Hans-Joerg Rudloff

Independent Member of the Board of Directors of Rosneft, Chairman of the Audit Committee, member of the HR and Remuneration Committee.

Born in 1940. Graduated from the Economics Faculty of Berne University in 1965.

From 1998 - Chairman of the Supervisory Board of Barclays Capital.

From 2006 - Member of the Board of Directors of Rosneft.

 

Nikolay Tokarev

Member of the Board of Directors of Rosneft, member of the Strategic Planning Committee.

Born in 1950. Graduated from Karaganda Polytechnical Institute, specializing in 'Electrification and Automation in the Mining Industry' in 1973. Awarded state and industry prizes.

In 1999 - Appointed Vice-President of OJSC Transneft.

In 2000-2007 - CEO of the state foreign-economic conglomerate 'Zarubezhneft' (incorporated in 2004 as OJSC Zarubezhneft).

In October 2007 - elected Chairman of OJSC Transneft.

From 2009 - Member of the Board of Directors of OJSC Rosneft.

 

Attendance of Board members at Board meetings and meetings of Board committees in 2010.

Board of Directors

Audit Committee

 

HR and Remuneration Committee

Strategic Planning Committee

Members

Executive

Non-executive

Independent

Attendance at meetings

Igor Sechin

Х

26/26

Vladimir Bogdanov

Х

19/26

Sergey Bogdanchikov*

X (16 meetings)

Х (5 meetings)

21/26

Andrey Kostin

X

X

26/26

11/11

6/6

Alexander Nekipelov

X

X

26/26

11/11

5/5

Yury Petrov

X

26/26

6/6

Andrey Reus

X

26/26

5/5

Hans-Joerg Rudloff

X

X

26/26

11/11

6/6

Nikolay Tokarev

X

26/26

5/5

Note: the first figure shows the number of meetings that a member of the Board of Directors attended; the second figure shows the total number of meetings that the member could have attended.

* Segrey Bogdanchikov was executive member of the Board until September 5, 2010.

 

Activity of the Board of Directors in 2010

 

The Board of Directors held 26 meetings in 2010 (5 in the form of joint presence and 21 in absentia), at which matters were discussed and decisions were taken on various aspects of Company business .

The Board both considered issues that are specifically in its competence as stated in Article 65 of the Federal Law on Joint-Stock Companies, and other issues concerning current business, which are also in its competence. All of the matters considered by the Board in the course of the year were as follows:

- organization of work by the Board of Directors and by Committees of the Board of Directors (9 items);

- progress in design of a Company Strategy (2 items);

- cooperation and implementation of business projects (12 items);

- approval and implementation of financial and business plans (3 items);

- changes to organizational structure of the Company (1 item);

- participation and ending of participation of the Company in commercial organizations (3 items);

- deciding on amendments to the Company Charter due to creation of branches and opening of representative offices, or their closure (1 item);

- approval of performance criteria and fulfillment of performance criteria by senior managers (2 items);

- inauguration and termination of the authorities of executive bodies (individual and collegial) (7 items);

- matters connected with preparation and holding of the Annual General Meeting of Shareholders (8 items);

- carrying out/approval of transactions that are placed in the competence of the Board of Directors by the Company Charter (33 items);

- defining the Company's position with respect to election (appointment) and early termination of the authorities of chief executive officers of main Group companies (28 items);

- activity of the Rosneft Management Board during 2010 (1 item);

- approval of internal regulatory documents of the Company (3 items);

- matters connected with appointment of the Secretary to the Board of Directors and Corporate Secretary of the Company (2 issues).

Information about the most important issues dealt with by the Board of Directors has been disclosed in press releases and in communications of substantial facts/information, which could have material influence on the price of Company securities (in Russian only).

 

 

Committees of the Board of Directors

The Board Committees for Audit, HR and Compensation, and Strategic Planning continued their work in2010, carrying out preliminary review of key issues and preparing relevant recommendations to the Rosneft Board of Directors. Work by the Committees in the reporting year was in accordance with agreed plans and with tasks set by the Board of Directors.

 

Formation and operation of Rosneft's Board Committees is in accordance with the Regulation on the Procedure for Formation and Operation of Board Committees of Rosneft, the Regulation on the Audit Committee of the Board of Directors of Rosneft, the Regulation on the HR and Compensation Committee of the Board of Directors of Rosneft, and the Regulation on the Strategic Planning Committee of the Board of Directors of Rosneft (the Regulations were approved by the Board on October 18, 2008, Minutes №5).

The Audit Committee consists entirely of independent non-executive directors while the other two Committees consist of non-executive members of the Board of Directors of Rosneft and are headed by independent directors.

Memberships of the Committees in 2009 were determined by decisions of the Board of Directors of Rosneft in June 2009 and June 2010.

 

 

Audit Committee of the Board of Directors

Members of the Audit Committee:

Hans-Joerg Rudloff (Chairman)

Andrey Kostin

Alexander Nekipelov

 

Membership of the Committee is unchanged from June 5, 2008.

 

The Audit Committee enables participation by the Board of Directors in control over the financial and operating activity of Rosneft.

 

The exclusive functions of the Audit Committee are assessment of candidacies for the role of auditors of Rosneft, assessment of the auditor's opinion, assessment of the efficacy of procedures for internal control and risk management, and preparing proposals for their improvement.

The functions of the Audit Committee also include: preliminary review of the Company's financial accounts; assessment of the quality of auditing services provided to Rosneft and of observance by the auditor of auditing independence; and oversight of completeness and accuracy of Rosneft's tax, financial and management accounting.

The Audit Committee ensures constant interaction of the Board of Directors with Rosneft's auditors, the Audit Commission, executive bodies, Company financial managers and structural divisions, which carry out internal control and audit functions.

 

 

HR and Remuneration Committee of the Board of Directors

 

Members of the HR and Remuneration Committee:

Andrey Kostin (Chairman)

Yury Petrov

Hans-Joerg Rudloff

 

Membership of the Committee is unchanged from June 19, 2009.

 

The HR and Remuneration Committee works to encourage highly qualified specialists to take employment at Rosneft and ensures that incentives are in place for them to work successfully in the Company.

The main functions of the HR and Remuneration Committee is participation in: HR policy formation; regulation of matters concerning compensation and incentives to Rosneft employees; definition of principles and criteria for determining the scale of remuneration and compensation to members of the Board of Directors, Management Board, and executives of Rosneft; and development of long-term remuneration programs for Company employees (bonuses and option schemes). The Committee also reviews reports on sustainable development by the Company, prepared in compliance with internationalstandards.

Members of the HR and Remuneration Committee are not entitled to participate in evaluation of their own performance and decisions about their remuneration.

To ensure ongoing coordination between the Board of Directors and Company structural divisions, which implement Company HR policy, the Committee and Rosneft's HR department carry out preliminary assessment of candidates to the posts of Vice-President, Chief Accountant, Financial Director,and R&D Director of Rosneft, as well as giving preliminary approval to forms and amounts of bonuses, remuneration, compensations and other payments to such persons.

 

Strategic Planning Committee of the Board of Directors

Members of the Strategic Planning Committee:

Alexander Nekipelov (Chairman)

Andrey Reus

Nikolay Tokarev

 

Membership of the Committee is unchanged from June 19, 2009.

 

The Strategic Planning Committee determines the strategic objectives and priorities of Rosneft.

The Committee's main tasks include: review and preparation for the Board of Directors of recommendations on issues concerning strategic development and management of the Company; monitoring and assessment of efficient implementation of strategy, which has been approved by the Board of Directors; assessment of the efficiency of Company interaction with investors; and analysis and provision of information to the Board of Directors concerning the main aspects of economic policy of the Russian Government in the Company's sphere of business.

The Strategic Planning Committee analyzes proposals of the Company's structural divisions concerning approval, amendment, and implementation of Company development strategy, and reviews strategic investment projects.

 

 

Activity of Committees of the Rosneft Board of Directors in 2010

 

The Board of Directors of Rosneft gave a positive assessment of the activities of the Company's Board Committees during 2010 (Minutes dated  April 14, 2011).

 

Audit Committee

Activities of the Audit Committee were based on the semi-annual plans developed by the Committee. The Committee met 11 times in the course of the year, including one joint meeting with the Strategic Planning Committee.

In each quarter, the Audit Committee carried out preliminary reviews of Rosneft consolidated financial accounts prepared in accordance with US GAAP, and also reviewed audits or overviews of these accounts.

The Committee considered the issue of cooperation between the Control and Audit Department and the Internal Audit Department of Rosneft, and also reviewed key aspects of the UK Law 'The Bribery Act', and gave recommendations to management.

As instructed by the Board of Directors, a joint meeting was held with the Strategic Planning Committee to consider issues connected with implementation of large projects of Rosneft.

In preparation for publication on February 4, 2011 of audited consolidated financial accounts of Rosneft for 2010 under US GAAP, the Committee dealt with the issue of obtaining an auditor's opinion of these accounts.

As part of its work with Company auditors, the Committee gave attention at one of its meetings to data from monitoring by LLC Ernst & Young of the business of certain Company subsidiaries, based on quarterly checks and audit of consolidated financial accounts of Rosneft for 2009. Letters from auditors arising from audit of consolidated financial accounts of Rosneft for 2009 and concerning the system of internal control at Rosneft were also considered.

The Committee approved the plan for work by the Internal Audit Department of Rosneft in 2010.

The Committee reviewed results of the tenderamong auditing organizations, which was carried out by Rosneft, and gave an assessment of candidacies for carrying out audit of financial

accounts of the Company and of its subsidiaries, and of consolidated accounts of Rosneft in accordance with Russian Accounting Standards, as well as the annual audit of consolidated financial accounts in accordance with US GAAP. Recommendations were made on remuneration for the auditor's services in 2010.

The Audit Committee also carried out regular reviews of information on all types and amounts of non-audit services provided to Rosneft by auditors and amounts of remuneration paid to auditors for such services.

The following tasks were carried out at a joint meeting of the Audit Committee and the Internal Audit Commission: the Rosneft Annual Report for 2009 was given a preliminary review; an assessment was given of the opinion of the Rosneft auditor concerning the Company's financial accounts for 2009; a review was carried out of the conclusions of the Internal Audit Commission for 2009 (following checks of Company operations and finances; checks of annual accounts; and of the accuracy of data in the Annual Report); and a review was carried out of recommendations to the Annual General Meeting Shareholders of Rosneft concerning the procedure for distribution of Company profit, the amount of dividends to be paid for 2009, and the procedure for their payment.

The Audit Committee prepared recommendations to the Rosneft Board of Directors in 2010 on the following issues: preliminary approval of the Rosneft Annual Report for 2009; annual financial accounts, including profit & loss accounts, of Rosneft for 2009; recommendations to the General Meeting of Shareholders concerning size of dividends and the procedure for their payment, and distribution of Company income for 2009.

In the course of 2010, the Chairman of the Audit Committee held regular meetings with senior managers of Rosneft, with representatives of external auditors, and with the head of the Internal Audit Department.

 

HR and Remuneration Committee

The HR and Remuneration Committee operated on the basis of approved semi-annual plans developed by the Committee. The Committee held six meetings during the reporting period.

The Committee prepared recommendations to the Board of Directors for decisions on the following issues: achievement of efficiency targets by senior managers of Rosneft and amounts of their annual remuneration for 2009; amendments to the organizational structure of Rosneft; appointment of a Corporate Secretary; determination of the number of members of the Collegial Executive Body (Management Board) of Rosneft; early termination of the authority of the Management Board members and appointment of new members; simultaneous occupancy by Management Board members of posts in governing bodies of other organizations; and approval of efficiency indicators for senior managers of Rosneft in 2010.

 

Strategic Planning Committee

Actions by the Strategic Planning Committee were based on approved semi-annual plans developed by the Committee. The Committee held five meetings during the reporting period.

The Committee prepared recommendations to the Board of Directors on the following issues: approval of an integrated regional policy for the Company; R&D objectives, approval of the Company's Integrated Innovation Program and structure of the corporate system for R&D and innovation management; forecast business results for the first quarter of 2010; upgrading and installation of new refining facilities at OJSC RN-Tuapse Refinery; implementation of the Volga Petrochemicals Company project; implementation of the business project for construction of a refinery in the Republic of Chechnya; forecast outcomes of the Rosneft business plan for 2010; restructuring of the assets of companies in Rosneft Group; approval of the business plan for 2011; and the IT development strategy of Rosneft.

In compliance with the instruction issued by the Board of Directors on December 28, 2009 (Minutes №17), the following large projects were considered at a joint meeting held by the Audit Committee and the Strategic Planning Committee on April 23,2010:

- development of the Vankor field;

- development of the Yurubcheno-Tokhomskoye field;

- upgrading and installation of new refining facilities at LLC RN-Tuapse Refinery;

- upgrading and development of the Samara group of refineries, the Achinsk Refinery, Angarsk Petrochemicals Company and the Komsomolsk Refinery.

The Chairman and members of the Committee held regular working meetings in the course of the year with senior managers of the Company, and with heads of structural subdivisions involved in business planning and development of the Rosneft Development Strategy.

In compliance with an instruction by the Board of Directors of Rosneft from November 26, 2010 (Minutes №23), the Committee reviewed a report in December 2010 on the first stage of work on formulation of the Rosneft Strategy for the period up to 2030.

 

The Management Board of Rosneft

Management of current business of Rosneft is the responsibility of the Company's executive bodies: the President (Chief Executive Officer) and the Management Board (Collegial Executive Body), which are subordinated to the Board of Directors and the General Meeting of Shareholders of the Company.

The Company has a Regulation on the Collegial Executive Body (Management Board), which was approved with amendments by the General Meeting of Shareholders on June 19, 2009 (Minutes unnumbered dated June 29, 2009).

The Company has a Regulation on the Chief Executive Officer (the President), which was approved with amendments by the General Meeting of Shareholders on June 19, 2009 (Minutes unnumbered dated June 29, 2009).

Professional requirements for Management Board members (including education and experience) are stipulated by the Company's internal documents.

The organization of Rosneft's management bodies and the actions of its executives are governed by the Rosneft Charter, the Regulation on the Collegial Executive Body (Management Board), the Regulation on the Chief Executive Officer (President), and the Rosneft Corporate Code of Conduct and other internal regulations of the Company.

The Company's Management Board consists of seven members. According to article 12.3 of Rosneft's Charter the members of the Management Board are appointed for three years. The authorities of the Management Board (which was acting as of December 31, 2010) last until March 6, 2012.

 

Members of the Management Board of Rosneft (as of December 31, 2010)

Eduard Khudainatov

Chairman of the Management Board, President of Rosneft.

Born in 1960. Graduated in 1996 from the International Business Academy, specializing in Trade. Completed a second higher education in 2000 at Tyumen State University, specializing in Law.

From 1993 to 1996 - Head of the companies Evikhon, Evikhon-2 and Yuganskpromfinco.

In 1996 - Deputy Head of the Administration of the town of Nefteyugansk, with responsibility for general issues.

From 1996 to 2000 - First Deputy Head of Nefteyugansk District, Head of Administration of the town of Poikovsk.

From 2000 to 2003 - Chief Federal Inspector for Nenets Autonomous District in the Office of the Representative of the President of the Russian Federation in the North-Western Federal District.

From 2003 to 2008 - CEO of OJSC Severneftegazprom.

From 2008 - Vice-President of Rosneft.

From 2009 - First Vice-President of Rosneft.

From September 6, 2010 - President and Chairman of the Management Board of Rosneft.

 

 

Larisa Kalanda

Deputy Chairman of the Management Board, Vice-President of Rosneft.

Born in 1964. Graduated from the Sverdlov Institute of Law in 1985, specializing in Law. Completed postgraduate studies at the Institute of Philosophy and Law of the Belarus Academy of Sciences in 1994.

From 1997 - Deputy Head of the Legal Service of OJSC TNK and OJSC TNK-BP Management. From 2003 -Vice-President of OJSC TNK-BP Management, responsible for legal support.

From 2006 - Vice-President of Rosneft, responsible for legal support of Company financial and operating activities, and for drawing up and implementation of legal policy for protection of assets and interests of the Company (and of the Company's shareholders), and of subsidiary (and affiliated) companies, from February 2011 is also responsible for corporate governance.

Appointed as member of the Management Board on March 6, 2009.

On October 9, 2009 appointed as Deputy Chairman of the Management Board.

 

Pavel Fedorov

First Vice-President of Rosneft.

Born in 1974. Graduated from Novosibirsk State University in 1995. Obtained a Masters Degree from Washington State University in 1998.

From 1998 to 2005 - Executive Director, Vice-President of Morgan Stanley (London).

From 2006 to 2007 - Managing Director of UBS (Moscow).

From 2007 to 2010 - Managing Director, Senior Advisor of Morgan Stanley (Moscow).

From April 2010 - First Vice-President of Rosneft with responsibility for economics and finance.

Appointed as member of the Management Board on April 24, 2010.

 

 

Peter O'Brien

Vice-President of Rosneft, Head of the Group of Financial Advisers to the President of Rosneft. 

Born in 1969. Obtained a Bachelor's degree from Duke University in 1991. Obtained an MBA from Columbia University Business School in 2000.

From 1996 to 1998 - Vice-President of Troika Dialog.

From 2000 to 2002 - Senior Manager of Morgan Stanley (Moscow).

From 2002 to 2005 - Vice-President of Morgan Stanley (Moscow).

From 2005 to 2006 - Executive Director, Co-Head of Investment Banking in Russia, Head of CIS Fuel and Energy Group at Morgan Stanley (Moscow).

From 2006 - Vice-President of Rosneft, responsible for economics and business planning.

Appointed as member of the Management Board on March 5, 2009.

 

Rizo Tursunov

Vice-President of Rosneft (from March 2011 Adviser to the President of Rosneft)

Born in 1947. Graduated from Moscow Institute of Electromechanics in 1970.

From 1999 to 2000 - Adviser to the President of Rosneft.

From 2000 - Vice-President of Rosneft.

From March 2011 - Adviser to the President of Rosneft.

Appointed as member of the Management Board on March 5, 2009.

 

 

Gani Gilayev

Acting Vice-President of Rosneft.

Born in 1956. Graduated in 1990 from the Ufa Oil Institute specializing in development and operation of oil & gas fields.

From 1975 - Drilling Assistant at Vostokneft production unit (part of the Sakhalinneft conglomerate).

From 1993 to 2006 - management positions at Sakhalinmorneftegaz, Rosneft-Termneft and RN-Krasnodarneftegaz.

From 2006 - CEO of Udmurtneft.

From 2009 - Director of the Oil & Gas Production Department of Rosneft.

In October 2010 - appointed Acting Vice-President of Rosneft with responsibility for production.

Appointed as member of the Management Board on November 26, 2010.

 

Sergey Tregub

Vice-President of Rosneft

Born in 1959. Graduated from the Zhukov Military Command Academy and the Military-Diplomatic Academy. Candidate of Philosophical Science.

From 1976 to 1997 -Service in the Armed Forces of the USSR and the Russian Federation.

From 1997 to 2006 - Work in public and private sector structures.

From 2006 to 2008 -President of CJSC YUKOS RM.

From October 2008 - Vice-President of Rosneft, until February 2011 - responsible for property and corporate governance, from February 2011 - responsible for commercial activities.

Appointed as member of the Management Board on March 5, 2009.

 

 

The following changes in membership of the Management Board of Rosneft occurred in 2010:

·; the Board of Directors decided on April 24, 2010 (Minutes №5) to terminate the authority of Management Board member Sergey Makarov and to appoint Pavel Fedorov;

·; the Board of Directors decided on September 4, 2010 (Minutes №17) to appoint Eduard Khudainatov as President of the Company for three years, and Paragraph 12.2. of the Charter of Rosneft stipulates that the Company President carries out the functions of Chairman of the Management Board;

·; the Board of Directors decided on November 26, 2010 (Minutes №23) to terminate the authorities of Management Board members Victor Ploskina and Sergey Bogdanchikov and to appoint Gani Gilayev as a member of the Management Board.

Remuneration of Members of the Board of Directors and Management

 

Remuneration of Members of the Board of Directors

The Federal Law on Joint-Stock Companies stipulates that, by decision of the General Meeting of Shareholders, members of the Board of Directors may be paid remuneration and/or compensation of their costs associated with exercise by them of their functions during the period when they are in office. The scale of such remuneration and compensation is established by decision of the General Meeting of Shareholders.

 

Criteria for levels of remuneration

Criteria for setting remuneration to members of the Board of Directors are established by the Regulation on the Procedure for Calculation and Payment of Remuneration to Members of the Board of Directors and Compensation of their Expenses, which was approved by the Rosneft Board of Directors on April 28, 2009 (Minutes 4).

In accordance with this Regulation, remuneration is paid to members of the Board of Directors who have 'independent' status, and to members of the Board of Directors who are authorized representatives of the interests of the Russian Federation in the Board of Directors, except for members of the Board of Directors who are state officials andfor the Chief Executive Officer (President).

The maximum possible level of remuneration during the reporting period is set for members of the Board of Directors, and this level is approved by the Board of Directors of the Company.

Factors taken into account in setting the final amount of remuneration for work in the reporting period are:

- factual participation in work as a member of the Board of Directors;

- factual participation in work of a Board Committee as Chairman of that Committee;

- factual participation in work of a Board Committee as member of that Committee.

The Board of Directors of Rosneft can recommend lowering the final amount of remuneration to members of the Board of Directors taking account of the financial situation of the Company. The Board of Directors also decides on whether remuneration will be paid in the form of cash or shares of Rosneft.

Rosneft compensates all expenses:

- associated with execution by members of the Board of Directors of their functions. Such expenses include accommodation, meals, travel (including VIP lounge services), and other payments and tariffs for air and (or) rail transport services;

- arising for a member of the Board of Directors in connection with proceedings brought by third parties (including expenses for defense in court, etc.) as a result of actions by the Board member if the actions which caused the proceedings to be brought were carried out by the Board member in the interests of the Company. The Company also compensates expenses which may be incurred by a member of the Board of Directors in connection with administrative, criminal or other court action arising from his or her activities as a member of the Board.

Based on the recommendation of the Board of Directors of Rosneft, dated April 24, 2010, the General Meeting of Shareholders on June 18, 2010, decided:

- to approve remuneration for their period of service to independent members of the Board of Directors Andrey Kostin, Alexander Nekipelov and Hans-Joerg Rudloff, by transfer to each of them of 26,099 (twenty six thousand, and ninety nine) shares in Rosneft;

- to approve compensation of the expenses incurred by independent members of the Board of Directors in connection with exercise by them of their functions, specifically expenses for: accommodation, meals, travel (including VIP lounge services), and other payments and tariffs for air and (or) railway transport services.

 

Remuneration of Management

Remuneration of senior management (President, First Vice-President, Vice-Presidents and officials of equivalent rank) and heads of independent subdivisions of Rosneft consists of monthly salary and an annual premium.

No additional remuneration is paid to Company managers for their work in management bodies of Rosneft or its subsidiary and affiliated companies (Rosneft Management Board, Boards of Directors of subsidiaries).

The level of monthly wage is stipulated in labor contracts, which are made at the beginning of the employment.

An annual premium is paid to managers only after approval by the Board of Directors of a relevant decision based on Company performance in the reporting year.

The annual bonus depends directly on the results of work by the manager in the reporting year and its size is determined by analysis of achievement of key efficiency indicators set for the year.

The annual bonus of the Company President is established depending on achievement by him or her of individual efficiency indicators, which coincide with key indicators of Company performance.

The annual bonus for other managers consists of two parts: a bonus for the manager's individual results and a bonus for team results (for the manager's business sphere and for the Company as a whole).

Approval of key efficiency indicators and assessment of their achievement are carried out as follows:

§ efficiency indicators are compiled on the basis of the Company's medium-term development strategy and Company tasks in the reporting year;

§ individual efficiency indicators for senior managers and collective efficiency indicators are approved by the Board of Directors of Rosneft;

§ individual indicators for efficiency of heads of independent subdivisions are approved by the Management Board of Rosneft;

§ at the end of the reporting year appropriate services within the Company measure achievement of key efficiency indicators (collective and individual), using audited consolidated financial accounts and management accounts;

§ the annual bonus of each manager is calculated based on factual achievement of key efficiency indicators;

§ bonuses for senior managers are approved by the Rosneft Board of Directors, and bonuses for heads of independent subdivisions are approved by the Management Board.

The structure of remuneration to management (ratio of its fixed and variable parts) corresponds to generally accepted international practice.

Top managers of Rosneft (like all other employees) may also receive special remuneration for outstanding contribution to the development of the Company during the reporting period. The remuneration is approved by HR and Remuneration Committee of the Board of Directors.

Internal Control and Audit

Rosneft has a system of control over its financial and operating activities, consisting of an Audit Commission, the Audit Committee of the Board of Directors, an independent auditor, a Control and Audit Department and an Internal Audit Department.

Subordination and coordination between elements of the control system ensure a level of independence which is essential for efficient functioning, and which corresponds to latest international practice in this field.

 

Audit Commission

The Audit Commission is a key part of the system of control over Company financial and operating activities. The Commission consists of five members elected by the General Meeting of Shareholders and exercises its function until the next year's General Meeting of Shareholders. Members of the Internal Audit Commission cannot serve at the same time as members of the Board of Directors or occupy other posts in Company management bodies.

The Company has a Regulation on the Audit Commission, approved with amendments by the General Meeting of Shareholders of Rosneft on June 19, 2009 (Minutes unnumbered dated June 29, 2009).

The Commission carries out a regular internal audit of annual financial and operating results for the year or at any time upon an order or request of entities or persons who have the right to initiate such an audit. An internal audit may be carried out due to a decision by the Audit Commission, by the General Meeting of Shareholders, or by the Board of Directors, and at the request of a shareholder (shareholders), who own (alone or collectively) no less than 10% of voting shares of the Company.

 

The following tasks fall within the competence of the Internal Audit Commission:

§ audit of Company financial documentation, financial accounts, and findings of the property inventory commission, and comparison of these documents with primary book-keeping data;

§ analysis of accuracy and completeness of financial, tax, management and statistical accounting;

§ audit of correct execution of the Company's operating and financial planning, as approved by the Board of Directors;

§ audit of correct execution of the procedure, approved by the General Meeting of Shareholders, for distribution of Company profit for the financial year;

§ analysis of the financial position of the Company, its solvency, asset liquidity, gearing ratio, net assets, and charter capital, identification of ways of improving the financial state of the Company, and preparing recommendations to management bodies;

§ audit of timeliness and correctness of payments to suppliers of goods and services, of payments to the state budget and to non-budget funds, accrual and payment of dividends and of loan interest, and settlement of other obligations;

§ confirmation of accuracy of data in the Company's annual report(s), in annual financial accounts, and in accounting documentation prepared for state tax, statistical and management bodies;

§ audit of authority of the Chief Executive Officer to make agreements in the Company's name;

§ audit of authority in decisions taken by the Board of Directors, the Chief Executive Officer, and the Liquidation Commission, and their compliance with the Company Charter and decisions by the General Meeting of Shareholders;

§ analysis of decisions by the General Meeting of Shareholders to determine their compliance with law and with the Company Charter.

The rights, duties and responsibilities of members of the Audit Commission are stipulated in the Regulation on the Audit Commission of Rosneft.

In accordance with the approved plan of work for 2010, the Audit Commission carried out 4 document checks and prepared an opinion for the Annual General Meeting of Shareholders on the accuracy of information contained in the Annual Financial Statements and the Annual Report.

 

Membership of the Audit Commission (as of December 31, 2010)

The following membership of the Internal Audit Commission was elected at the General Meeting of Shareholders of Rosneft on June 18, 2010:

 

Andrey Kobzev

Chairman of the Audit Commission

Year of birth: 1971

Education: Higher

Organization: Federal Agency for Management of State Property

Official post: Head of the Expert Analytical Department

 

Konstantin Pesotsky

Year of birth: 1977

Education: Higher

Organization: Ministry of Economic Development of the Russian Federation

Official post: Deputy Director of Department

 

Sergey Pakhomov

Year of birth: 1983

Education: Higher

Organization: Federal Agency for State Property Management

Official post: Head of Section

 

Alexander Yugov

Year of birth: 1981

Education: Higher

Organization: Federal Agency for State Property Management

Official post: Deputy Head of Department

 

Tatyana Fisenko

Year of birth: 1961

Education: Higher

Organization: Ministry of Energy of the Russian Federation

Official post: Director of the Financial Department

 

All members of the Audit Commission are state officials and do not receive remuneration for their work in the Commission.

 

Audit Committee of the Board of Directors

 

By virtue of its authority, delegated by the Board of Directors, the Audit Committee:

·; ensures constant coordination between the Board of Directors and auditors, independent appraisers, the Audit Commission, the Control and Audit Department, the Internal Audit Department, executive bodies and financial managers;

·; reviews and formulates draft decisions on the following issues in the competence of the Board of Directors:

·; recommendations to the General Meeting of Shareholders for distribution of profit and losses as a result of business in the financial year, the amount of dividends and the procedure for their payment;

·; determination of the value (in monetary terms) of Rosneft property, and the placement and redemption price for issuable securities in instances stipulated by the Federal Law on Joint-Stock Companies;

·; determination of the level of payment for services provided by an auditor;

·; approval of transactions in instances stipulated by Chapters X and XI of the Federal Law on Joint-Stock Companies;

·; assesses the quality of services provided by the auditor and observance by the auditor of requirements for auditing independence, and also coordinates the work of the Company and the Internal Audit Department to ensure completeness of audit provision;

·; oversees completeness and accuracy of the tax, financial and management accounting of Rosneft;

·; conducts preliminary review of the financial accounts of the Company, prepared in accordance with US GAAP, and of materials containing accounting data, which are disclosed to investors;

·; carries out preliminary review of the financial accounts of the Company (accounts of the legal entity and consolidated accounts), prepared in accordance with Russian Accounting Standards;

·; prepares proposals for improvement of internal accounting procedures and assesses, classifies and prepares proposals for minimizing possible risks arising in the process of Company business, jointly with executive bodies, the Control and Accounting Department and the Internal Audit Department.

 

 

The Internal Audit Department

The purpose of the Internal Audit Department (IAD) is to assist the Board of Directors and Company management in attainment of their goals through a systematized and consistent approach to assessment of (and improvement to) the efficiency of risk management processes, control and corporate governance. The tasks of the IAD are:

§ conducting an internal audit at the Company in order to improve the efficiency of the system of risk management, corporate governance, internal control, and operating efficiency of business processes in the Company;

§ providing the Board of Directors, Management Board, President, Board Audit Committee, Risk Management Committee and Company managers with objective information about Company risks and about the efficiency of the corporate governance system, including the system of risk management and internal control;

§ implementing decisions of the Board of Directors, Management Board, President, and Board Audit Committee as part of the exercise by the IAD of its functions.

The IAD has organizational and functional independence, and cooperates in its work with the Control and Audit Department and the external auditor in order to improve the efficiency of audit procedures. The Board Audit Committee ensures direct access for the Head of the IAD to the Committee Chairman, and vice-versa.

Main documents regulating the activity of the IAD are:

§ the section of the Regulation on the Board Audit Committee regarding interaction of the Committee with Company subdivisions responsible for internal control and audit;

§ the Regulation on the subdivision, which defines the goals and tasks of the IAD, its functions, rights, and duties, its interaction with other structural subdivisions, and limitations on the activity of the IAD.

All significant processes associated with Company business fall within the remit of the IAD.

The IAD carries out its functions on the basis of an annual plan, which is prepared on the basis of a risk-oriented approach, taking account of opinions expressed by Company management, and is approved at a meeting of the Board Audit Committee.

The most significant results of audits that have been carried out are reported at meetings of the Board Audit Committee in the course of the year. After the end of the calendar year the head of the IAD prepares a report for the Board Audit Committee on the results of the IAD's activities during the year.

In accordance with its approved plan of work for the year the IAD carries out monitoring of execution of corrective measures, which were prepared by management based on the results of IAD audits.

 

Control and Audit Department

The purpose of the Control and Audit Department (CAD) is to provide professional support to the Board of Directors and Company management in construction of an efficient system of internal control, and to help raise the efficiency of the Company and its capitalization.

The tasks of the CAD are:

§ creation of a unified system of control over finances and operations in subdivisions, representative offices and subsidiaries of Rosneft;

§ conduct of control measures (investigations, complex audits, thematic and specialized checks, expert assessments, and other corporate investigations) in order to identify areas which require improvement or better use of Company potential and resources;

§ informing Company management bodies of the results of control measures, and the state of systems and processes;

§ design of corrective measures and drafts of corporate decisions as a result of control measures;

§ ensuring full, proper and timely execution of decisions by the Board of Directors, Management Board and President, and by the Board Audit Committee as a result of control measures in the competence of the CAD;

§ assessing, classifying and minimizing potential risks which arise in the course of Company business, including the business of subdivisions, branches and representative offices;

§ procedural and methodological support for the activities of audit commissions and of control and audit divisions of subsidiaries.

The CAD is directly subordinate to the President of the Company and reports to the Board of Directors through the Board Audit Committee and also to the Management Board. The CAD has all required organizational and functional independence. Activity of the CAD is governed by Regulations on the Control and Audit Department, on business control, and on cooperation with Company subdivisions in conduct of control measures.

Members of the Control and Audit Department are qualified auditors, tax consultants, and a valuation specialist. The Department members belong to the Institute of Internal Auditors and other professional associations. The activity of the CAD is governed by the annual control and audit plan approved by the Company President. The plan is prepared by prioritizing control tasks using a factor method, and current planning uses a risk-oriented approach.

Control is carried out to ascertain the reliability of accounting and book-keeping and efficiency and achievement of business operations, safety of assets, with due account for the requirements of Russian law and local normative documents.

Control measures are carried out at the level of subsidiaries and structural subdivisions of the Company's central management. The objects of investigation may be management and control systems, business processes, business operations, spheres of business, transactions, reporting, etc. All key areas of Company business and processes are subject to control.

Materials and results of each control procedures are brought to the notice of management and the Company President. Drafts of corporate decisions and measures for eliminating violations and faults, and for preventing them, and for reducing risks and improving the system of internal control are designed jointly with interested parties. Corporate decisions and corrective measures based on results of control procedures are monitored to ensure their full implementation.

The Head of the CAD reports periodically to the Board Audit Committee, the Management Board and the President concerning the activities of the Department, the results of control and audit work, the state of internal control and of measures to raise the efficiency of the internal control system.

The CAD works closely on issues of internal control with all structural subdivisions and governing bodies of the Company, as well as working with the Institute of External Auditors, service providers and professional associations on issues of improving the efficiency of control procedures and qualifications, and with the external auditor on assessment of the Company's system of internal control.

 

Company Auditors

CJSC ACG RBS

By decision of the General Meeting of Company Shareholders, Closed Joint-stock Company Auditing and Consulting Group Business Systems Development (CJSC ACG RBS) was appointed to carry out independent audit of book-keeping and financial accounts of Rosneft for 2010, prepared to Russian Accounting Standards.

 

Procedure for selection of the auditor

As prescribed by Paragraph 1 of Article 5 of the Federal Law on Auditing, the annual financial accounts of OJSC Rosneft Oil Company, prepared under RAS, are subject to obligatory audit to confirm the accuracy of the reporting data, which they contain.

The Company therefore holds an annual open tender to select an auditor, as stipulated by internal documents. The Company's tendering sub-committee selects the winner of the tender after reviewing the bids received, and assessing and comparing them in accordance with criteria and procedures indicated in the call to tender and the tender documentation, and also based on technical assessment of the proposal and its price.

Notification on holding of an open tender for selection of auditing organizations, containing information on the terms of the tender (trading status, object of the contract with indication of the volume of services to be provided and short account of the services, initial price of the contract, etc.) is published on Rosneft's website (http://tender.rosneft.ru) and in an official print publication.

The proposed winner of the annual tender for an auditing organization is put forward for consideration by the Board Audit Committee of Rosneft.

In accordance with Paragraph 1, Article 3 of the Regulation on the Board Audit Committee, assessment of candidates for the role of Company auditor is the exclusive

function of that Committee.

Based on the recommendation of the Board Audit Committee the Board of Directors takes a decision on the candidacy for the role of auditor to be proposed for approval by the Annual General Meeting of Shareholders.

 

Payment for services by the auditor

Remuneration payable to the auditor is determined on the basis of planned working time and hourly rates of the auditor's specialists, as indicated in the auditor's commercial proposal.

Based on the recommendation of the Board Audit Committee, the Board of Directors set the price for audit by CJSC ACG RBS of Rosneft annual financial accounts to Russian Accounting Standards for 2010 at RUB 2,684,500 including VAT.

Rosneft occasionally calls on the services of CJSC ACG RBS for execution of special tasks and resolution of procedural issues.

 

LLC Ernst & Young

LLC Ernst & Young audits consolidated annual accounts prepared in accordance with US GAAP as well as overview of interim (quarterly) accounts prepared in accordance with US GAAP.

 

Procedure for appointment of the auditor

The auditor is selected through a closed tender, carried out by the Company among the Big 4 auditing firms. The auditing organization most suited to Company needs is selected through comprehensive analysis of tendering proposals.

The candidate for the role of auditor of annual accounts prepared in accordance with US GAAP is assessed and approved by the Board Audit Committee. Confirmation of the candidate by the General Meeting of Shareholders is not required.

Based on analysis of proposals, the Board Audit Committee decided to appoint the company Ernst & Young as the auditor of Rosneft's consolidated annual accounts for 2010

prepared in accordance with US GAAP.

 

Payment of services by the auditor

Remuneration payable to LLC Ernst & Young for its services is determined by the Board Audit Committee on the basis of planned working time and hourly rates of the auditor's specialists, as indicated in the auditor's commercial proposal. In accordance with the contract for provision of auditing services between Rosneft and LLC Ernst & Young, the terms and sum of remuneration are confidential information and cannot be disclosed.

The Company also calls on LLC Ernst & Young for provision of consulting (non-audit) services.

In 2010 the share of consulting (non-audit) services in total services, which LLC Ernst & Young provided to Rosneft, was about 30%.

 

Share Capital

 

The authorized capital of Rosneft as of December 31, 2010, was RUB 105,981,778.17 and was divided into 10,598,177,817 ordinary shares with par value of RUB 0.01 each.

In accordance with the Charter, the Company has the right to additional placement of 6,332,510,632 ordinary shares with par value of RUB 0.01 each and with total par value of RUB 63,325,106.32 and offering the same rights as outstanding ordinary shares of Rosneft. A decision on increase of Rosneft charter capital by placement through open subscription of additional authorized shares in the Company, not exceeding 25% of total outstanding shares of Rosneft, is taken by the Board of Directors. In other instances a decision is taken by the General Meeting of Shareholders.

The state registration number of issue of ordinary shares of the Company is 1‑02-00122‑А.

The date of state registration of issue of ordinary shares of the Company is September 29, 2005.

No issues or placement of additional shares of Rosneft were carried out in 2010.

The number of shareholders registered in the shareholder register of Rosneft as of December 31, 2010, was 33,170 (including 17 nominee shareholders). The number of nominee shareholders increased in comparison with December 31, 2009, when there were 16 such shareholders.

Rosneft had no preferred shares as of December 31, 2010.

In 2007-2010, the Russian Government held 75.16% of Rosneft's equity through OJSC ROSNEFTEGAZ, which is in 100% federal ownership. The Russian Government's direct stake in Rosneft (held by the Federal Agency for State Property Management) was 0.000000009%. The Russian Federation did not have special rights related to managing Rosneft (golden share).

 

Main shareholders of Rosneft(holding more than 1% of the share capital)

 

December 31, 2009

December 31, 2010

Shareholders

Number of shares

Stake in share capital, %

Number of shares

Stake in share capital, %

OJSC ROSNEFTEGAZ*

7,965,816,383

75.16

7,965,816,383

75.16

LLC RN-Razvitie**

1,000,000,000

9.44

998,192,487

9.42

OJSC Sberbank of Russia (nominee)

1,428,233,023

13.48

1,379,763,288

13.02

Other legal entities owning more than 1% of shares, including:

 

148,529,190

 

1.40

 

201,232,578

 

1.90

OJSC Rosneft***

747,112

0.01

0

0.00

LLC RN-Story***

0

0.00

668,815

0.01

Individuals

55,599,221

0.52

53,173,081

0.50

TOTAL

10,598,177,817

100.00

10,598,177,817

100.00

 

* OJSC ROSNEFTEGAZ is in 100% federal ownership. The stake in OJSC Rosneft Oil Company owned directly by the Russian Government (in the person of the Federal Agency for State Property Management) is 0.000000009% (one share).

** 100% in LLC RN-Razvitie is held by LLC RN-Trade. 99.9999% in LLC RN-Trade is held by OJSC Rosneft and 0.0001% is held by CJSC RN-Shelf Far East, a 100% subsidiary of OJSC Rosneft. Consequently OJSC Rosneft indirectly holds a 100% stake in LLC RN-Razvitie. Rosneft shares owned by LLC RN-Razvitie are reflected as treasury shares in the Company's consolidated financial statements under US GAAP.

*** Shares bought at the request of shareholders in accordance with Articles 75, 76 of the Federal Law on Joint Stock Companies. 78,297 shares have been used to pay remuneration to the independent members of the Board of Directors of Rosneft in 2010. The remaining shares have been sold to LLC RN-Story, which is a 100% subsidiary of Rosneft. Rosneft shares owned by LLC RN-Stroy are reflected as treasury shares in the Company's consolidated financial statements under US GAAP.

 

During 2010 Rosneft carried out monthly updates on the Company website of information on shareholders who own more than 1% of equity.

Rosneft's management has no information about any shareholders with equity stakes exceeding 1% (shareholders of Rosneft with equity stakes exceeding 1% of total outstanding shares), other than those listed above.

Rosneft's shares are traded on two organized securities markets in Russia: OJSC RTS Stock Exchange and CJSC MICEX Stock Exchange ("Б" Lists).

Order No. 06-1380/pz-i of the Federal Service for Financial Markets from June 20, 2006, permits placement and trading of 2,140,000,000 common shares of Rosneft outside the Russian Federation.

In July 2006, Rosneft carried out listing of Global Depositary Receipts (GDRs) on the London Stock Exchange. Issue of GDRs, which certify rights in respect of ordinary shares of Rosneft in accordance with foreign law, was carried out by JP Morgan Europe Limited. One Global Depositary Receipt is equivalent to one common share of Rosneft.

As of December 31, 2010, GDRs were issued for 1,252 mln ordinary shares, representing 11.8% of total shares.

A list of the rights of owners of common shares of OJSC Rosneft Oil Company, including voting rights on each voting share of Rosneft, is presented in Paragraph 5.8 of the Company Charter, which is posted on the Rosneft website (www.rosneft.com).

 

 

Information on ownership of Rosneft shares by members of the Board of Directors and Management Board of the Company

 

Members of the Board of Directors and Management Board

Number of ordinary shares (as of December 31, 2010)

Stake in share capital, %

Board of Directors

Vladimir Bogdanov

-

-

Sergey Bogdanchikov

 -

-

Andrey Kostin

59,713

0.0006%

Alexander Nekipelov

26,713

0.00025%

Yury Petrov

-

-

Andrey Reus

-

-

Hans-Joerg Rudloff

459,713 (shares and GDRs)

0.0044%

Igor Sechin

-

-

Nikolay Tokarev

-

-

Management Board

Gani Gilayev

41,672

0.0004%

Larisa Kalanda

368,730

0.0035%

Peter O'Brien

498,478 (GDRs)

0.0047%

Sergey Tregub

74,731

0.0007%

Rizo Tursanov

-

-

Pavel Fedorov

150,000

0.0014%

Eduard Khudainatov

536,548

0.0051%

 

Transactions by members of the Board of Directors and Management Board with Rosneft securities

The Company's Regulation on insider information obliges members of the Board of Directors, the Management Board, and the Company President to disclose information on any transactions which they carry out with Rosneft securities.

Transactions were carried out with Company securities in 2010 by members of the Board of Directors and Management Board of Rosneft. Details of such transactions were presented to the Company within the time limits stipulated by internal documents and disclosed on the securities market in compliance with acting legislation.

 

Member of the Board of Directors, Hans-Joerg Rudloff, carried out one transaction:

·; sale in January 2010 of 300,000 global depository receipts, certifying ownership rights to 300,000 ordinary shares of OJSC Rosneft.

 

Member of the Board of Directors, Sergey Bogdanchikov, carried out one transaction:

·; sale in September 2010 of 126,672 ordinary shares of OJSC Rosneft.

 

Member of the Board of Directors, Alexander Nekipelov, carried out three transactions:

·; sale in July 2010 of 13,000 ordinary shares of OJSC Rosneft;

·; sale in December 2010 of 10,000 ordinary shares of OJSC Rosneft;

·; sale in December 2010 of 10,000 ordinary shares of OJSC Rosneft.

 

On July 15, 2010 the Company carried out its undertaking, as decided by the General Meeting of Shareholders of Rosneft on June 18, 2010 to transfer 26,099 Company shares as remuneration for their period of service to each independent member of the Board of Directors (Andrey Kostin, Alexander Nekipelov, and Hans-Joerg Rudloff).

 

President and Chairman of the Management Board, Eduard Khudainatov, carried out two transactions:

·; acquisition in September 2010 of 300,000 ordinary shares of OJSC Rosneft;

·; acquisition in December 2010 of 236,548 ordinary shares of OJSC Rosneft.

 

Deputy Chairman of the Management Board, Larisa Kalanda, carried out one transaction:

·; acquisition in December 2010 of 103,035 ordinary shares of OJSC Rosneft.

 

Member of the Management Board, Pavel Fedorov, carried out one transaction:

·; acquisition in September 2010 of 150,000 ordinary shares of OJSC Rosneft.

 

Member of the Management Board, Sergey Tregub, carried out one transaction:

·; acquisition in December 2010 of 74,731 ordinary shares of OJSC Rosneft.

 

Member of the Management Board, Peter O'Brien, carried out one transaction:

·; acquisition in December 2010 of 248,478 global depositary receipts, certifying ownership rights to 248,478 common shares of OJSC Rosneft.

 

Member of the Management Board, Gani Gilayev, carried out one transaction:

·; acquisition in December 2010 of 32,529 ordinary shares of OJSC Rosneft.

 

Dividend Policy 

 

On May 17, 2006 Rosneft's Board of Directors voted to approve the Regulation on Dividend Policy, which was developed in accordance with Russian legislation, the Company Charter, and the Rosneft Code of Conduct.

Rosneft's dividend policy strikes a balance between shareholders' interests and the Company's business needs, and is intended to improve Rosneft's investment attractiveness and shareholdervalue. The Company strictly observes the rights, and strives to continuously increase the returns, of its shareholders.

The decision to pay dividends (and the amount of dividends and the form of payment) is taken by the General Meeting of Shareholders of Rosneft, based on recommendations of the Board of Directors. In deciding dividend amounts the Board is guided by the level of net profit, as reflected in the non-consolidated financial accounts of Rosneft to Russian Accounting Standards. In accordance with Rosneft's dividend policy, recommendations by the Board of Directors on the amount of dividends to be paid are determined by the Company's financial results for the year, but are usually equal to at least 10% of net profit.

Rosneft's strategy is to steadily increase dividend payments in absolute terms. In determining the amount of annual dividends, the Board of Directors also takes account of dividend policy of other leading oil & gas companies. A number of other factors may also have an impact on the size of dividend payments. Such factors include: the Company's business prospects, its financial situation and financing needs, and the overall macroeconomic situation and market environment, as well as other factors, including aspects connected with tax and legislation.

On April 24,2010 the Board of Directors recommended the General Meeting of Shareholders to pay 11.7% of non-consolidated annual net income, or RUB 24,376 mln (USD 833 mln at the CBR exchange rate as of April 24, 2010) as dividends for 2009. This amounted to RUB 2.30 per share (7.86 cents at the CBR exchange rate as of April 24, 2010) and was 19.8% more than in the previous year. On June 18, 2010 the General Meeting of Shareholders decided to accept the Board recommendation on dividend payment. As of December 31, 2010 shareholders had received RUB 24,341 mln as dividends for 2009. The dividends paid to the Russian Federal Budget were RUB 2.30, dividends paid to OJSC ROSNEFTEGAZ (100% federal ownership) were RUB 18,321 mln. Rosneft had no outstanding dividend payables to the budget or OJSC ROSNEFTEGAZ as of December 31, 2010.

Dividends were not paid to shareholders recorded in the Rosneft register of shareholders where nominees had failed to provide all necessary information, nor to shareholders who had not informed the issuer's register holder in a timely fashion of a change in the data recorded on their registration form.

 

DIVIDEND HISTORY OF ROSNEFT

 

Dividends per share1, RUB

Total dividends announced, RUB mln

Total dividends paid, RUB mln

Payout ratio under RAS, %

1999

0.0221

200

200

3.4%

2000

0.0887

800

800

5.3%

2001

0.1219

1 100

 1 100

 11.0%

2002

0.1663

1 500

1 500

16.8%

2003

0.1650

1 500

1 500

8.1%

2004

0.1931

1 775

1 775

10.0%

Dividends paid out after the IPO, which closed on July 18, 2006

2005

1.25

11 335

11 336

20.0%

2006

1.33

14 096

14 079

13.3%2

2007

1.60

16 957

16 936

10.5%

2008

1.92

20 349

20 326

14.4%

2009

2.30

24 376

24 341

11.7%

20103

2.76

 

1 The dividend amounts, which are shown, take account of the 1:100 share split carried out in September 2005.

2 Net profit for 2006 corrected for non-recurring items.

3 Dividends recommended by the Board of Directors for approval by the Annual General Meeting of Shareholders in June 2011. 

On April 14, 2011 the Board of Directors of Rosneft recommended the General Meeting of Shareholders to approve dividends for 2010 at a level of RUB 2.76 per share (9.82 cents at the CBR exchange rate as of April 14, 2011), which is 20% more than the amount for 2009. Total recommended dividends for 2010 were RUB 29,251 mln (USD 1,040 mln at the CBR exchange rate as of April 14, 2011). The ratio of recommended dividends to non-consolidated net income under RAS for 2010 was15.2%. The ratio of recommended dividends to consolidated net income under US GAAP for 2010 was 10.0%.

 

Information Disclosure

Rosneft policy on information disclosure is governed by the requirements of the Federal Law on the Securities Market, the Federal Law on Joint-Stock Companies, and the Regulation on Information Disclosure by Issuers of Securities, as approved by the Order of the Federal Financial Markets Service dated October 10, 2006 No.06-117/pz-n, together with the requirements of stock exchanges where the Company's shares are listed, Rosneft's own Regulation on Information Policy, and other regulatory acts.

Rosneft's information disclosure policy is based on the principles of regularity, timeliness, accessibility, accuracy, and completeness. The Company provides timely and full disclosure of information on all aspects of its business (except for instances where the information represents a commercial secret or other legally protected information).

The main disclosure mechanism is Rosneft's website, which contains relevant information on significant facts and events, on management and organizational structure, and on the Company's operating and financial results. The Rosneft website presents the Charter and other internal documents, annual reports and sustainable development reports, quarterly reports under Russian accounting standards and quarterly reports under US GAAP, and Management discussion and analysis (MD&A), the Analyst Data Book, presentations, press releases, and information on affiliated entities and other information which could have an impact on the value of Company shares. The Rosneft corporate website is updated regularly, in accordance with the Company's internal regulations.

The Company also provides information in the form of brochures and booklets, and through regular meetings, conference calls and press conferences with interested parties. At the request of shareholders, the Company provides copies of main internal documents, documentation connected with holding of the General Meeting of Shareholders, lists of affiliated entities and other documents in accordance with the standards set out in the Federal Law on Joint Stock Companies.

 

Enhancing Transparency

Informational openness is among the chief corporate governance principles at Rosneft. During 2010 the Company continued to work intensively to raise levels of transparency and to ensure an efficient system of shareholder and investor relations, as evidenced by the following achievements:

 

§ Rosneft took first place in the Standard & Poor's Transparency and Disclosure Survey of Russian companies for the second consecutive year;

§ The Company took first place in the category 'Best investor relations specialist in Russia' in the annual contest by IR Magazine among companies in the UK and continental Europe;

§ Rosneft won first prize in the nomination 'Best roadshow and investor meetings' at the conference, 'Latest Experience in Investor Relations', organized by IR Magazine Russia and CIS and the investment bank JP Morgan;

§ The Company took first place in the nomination 'Best annual report in the oil & gas sector' as part of the 13th annual reports competition held by the RTS Stock Exchange;

§ Rosneft won the nomination 'Best annual report in the energy sector' at the 13th annual reports competition held by the MICEX Stock Exchange and Securities Market magazine;

§ The Company took second place in the 'Energy sector' nomination of the 7th annual reports competition held by the Administration of Krasnodar Territory;

§ The Company website won second prize among Russian corporate sites in an annual survey by the Swedish company Hallvarsson & Hallvarsson;

§ The Company won first prize in the section 'Best progress in content of the investor & shareholder section' as part of Bowen Craggs' competition for corporate websites.

The Company devotes particular attention to raising the efficiency of its interactions with shareholders and investors as part of its efforts to further increase informational transparency and openness. In 2010 the Company held a consultative meeting for minority shareholders on the theme, 'Rights of shareholders associated with participation in the general meeting. How a shareholder can exercise his right to vote at the general meeting. Decisions of the general meeting of shareholders.'

 

As part of its interaction with institutional investors and analysts, in 2010 Rosneft held regular presentations of its financial results under US GAAP, as well as meetings in Russia and main international financial centers, and teleconferences.

Transparency of financial information is another important element of corporate governance. On February 4, 2011 Rosneft was the first large international oil & gas company to publish audited consolidated financial accounts under US GAAP for the fourth quarter and

12 months of 2010.

As part of its interaction with interested parties, Rosneft has held round tables since 2007 in regions where it has operations (eight round tables were held in the course of 2010). Rosneft gives special attention to improvement of information disclosure in preparation of its Sustainable Development Report. In 2010 the Report merited an A+ rating (the highest rating under the international GRI standard) and passed an audit by the independent auditor, Ernst & Young.

 

Responsibility Statement

 

To the best of my knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of Rosneft. The management report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal opportunities and risks associated with the expected development of Rosneft.

 

Eduard Khudainatov

President of OJSC Rosneft Oil Company

 

February 4, 2011

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR LLFVVSVITFIL
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