motor sich
Transcription
motor sich
15, Motorostroiteley Ave. Zaporozhye, 69068, Ukraine Tel.: (38 061) 720-48-14 Fax: (38 061) 720-50-00 Е-mail: motor@motorsich.com www.motorsich.com MOTOR SICH JSC Annual report 2 012 MOTOR SICH JSC 2012 CONTENTS Address of the Chairman of the Board of Directors of Motor Sich JSC . . . . . . . . . . . . . . 3 Basic Information about the Company . . . . . . . - Information about the Company . . . . . . . . . . . . . - Information about State Registration of Motor Sich JSC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Information about Statutory Capital. . . . . . . . . . . - Information about Auditor . . . . . . . . . . . . . . . . . . - Specialization of the Company . . . . . . . . . . . . . . . - Corporate Strategy of the Company. . . . . . . . . . . - Mission of the Company . . . . . . . . . . . . . . . . . . . . - Positioning of the Company in Industry . . . . . . . . 4 6 6 6 7 7 7 7 8 Structure of the Company . . . . . . . . . . . . . . . . . - Business Units Located at the Territory of Ukraine. . . . . . . . . . . . . . . . . . - Subdivisions Having Rights to Open Current and Settlement Accounts . . . . . . . . . . . . . . . . . . - Subsidiary Companies . . . . . . . . . . . . . . . . . . . . . - Health Resorts . . . . . . . . . . . . . . . . . . . . . . . . . . . - Representative Offices of Motor Sich JSC . . . . . . . . . . . . . . . . . . . . . . . . 10 Management Bodies of Motor Sich JSC . . . . . - The Board of Directors. . . . . . . . . . . . . . . . . . . . . - General Meeting of Shareholders. . . . . . . . . . . . - Supervisory Board . . . . . . . . . . . . . . . . . . . . . . . . - Internal Audit Commission . . . . . . . . . . . . . . . . . 18 20 22 23 24 Production Activity . . . . . . . . . . . . . . . . . . . . . . . - Main Indices of Production and Financial Activity . . . . . . . . . . . . . . . . . . . . . - Production Activity and Work in progress . . . . . . . . . . . . . . . . . . . . . - Labour and Salary . . . . . . . . . . . . . . . . . . . . . . . . - Advanced Technologies. . . . . . . . . . . . . . . . . . . . - Certificates and Licences . . . . . . . . . . . . . . . . . . . - Service Maintenance . . . . . . . . . . . . . . . . . . . . . . - Priority Activities . . . . . . . . . . . . . . . . . . . . . . . . . . - Prospects for 2013 . . . . . . . . . . . . . . . . . . . . . . . 26 12 13 13 14 16 28 29 30 31 32 34 36 37 Foreign Economic Activity . . . . . . . . . . . . . . . . . 38 - Cash Inflow by Regions . . . . . . . . . . . . . . . . . . . . . . . . . 40 - Participation in Exhibitions . . . . . . . . . . . . . . . . 40 Financial and Economic Activity . . . . . . . . . . . . 44 - Credit Policy of the Company . . . . . . . . . . . . . . . 46 - Indices of the Company’s Financial Stability, Business Activity and Credit Worthiness . . . . . . 47 Investment Activity of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 48 - Capital Investments . . . . . . . . . . . . . . . . . . . . . . . 50 - The Company’s Investments into Legal Entities . . . . . . . . . . . . . . . . . . . . . . . . 50 - Attraction of Budgetary Funds and Investments for Financing the Development and Preproduct on of New Kinds of Products in 2012 . . . . . . . . 51 Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Analysis of Changes in Cost of the Company’s Shares . . . . . . . . . . . . . . . . . . - Quantity and Structure of Shareholders. . . . . . . - Information about Depositary of the Company’s Shares . . . . . . . . . . . . . . . . . . - Information about Custodier of the Company’s Shares . . . . . . . . . . . . . . . . . . 52 54 55 55 55 Main Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . - Industry Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Legal Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Risks Connected with Production Activity of Emitter. . . . . . . . . . . . . . . - Financial Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 58 58 Personnel and Personnel Policy. . . . . . . . . . . . . - Personnel Structure . . . . . . . . . . . . . . . . . . . . . . . - Personnel Development . . . . . . . . . . . . . . . . . . . - Prospects of Personnel Policy for 2013 . . . . . . . - Youth Policy of the Company . . . . . . . . . . . . . . . - Social Sphere . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 62 62 63 64 64 Financial Statements. . . . . . . . . . . . . . . . . . . . . . - Consolidated Balance Sheet . . . . . . . . . . . . . . . . - Consolidated Statement of Financial Performance . . . . . . . . . . . . . . . . . . - Consolidated Statement of Changes in Owner's Equity . . . . . . . . . . . . . . . - Consolidation Principles . . . . . . . . . . . . . . . . . . . - Main Aspects of Accounting Policy . . . . . . . . . . - Notes to Financial Statements . . . . . . . . . . . . . . 66 69 58 58 70 71 72 72 74 MOTOR SICH Dear Shareholders, Colleagues and Partners! Motor Sich JSC would like to present you its Annual Report for 2012. Speaking about the Company’s activity in the past year we notice with satisfaction that Motor Sich JSC has finished reporting year with positive results. It is proved by financial results of 2012. The Company has no wage arrears. The wages are paid out without delays, according to terms and conditions of Collective Agreement. Throughout its history Motor Sich JSC adheres to principles of fair and conscientious business. It allows us to keep unblemished reputation and gain the trust of partners from all over the world. Successful creation of modern production facilities and development of new kinds of highly demanded products has proved correctness of our strategy. Motor Sich JSC applies advanced means of corporate management in order to increase transparency and availability of information for shareholders and potential investors. Like in previous years, the Company pays great attention to technical upgrading and reconstruction of production facilities, repairing of buildings, improvement of labour conditions for increasing the output of main products. The Company is concerned with personnel policy, solution of social problems of emplyees and their families, maintaining healthy moral environment within the staff. I would like to express thanks to the Company team, our shareholders and business partners, all those who help Motor Sich JSC in its successful activities and stable development in pursuit of new goals. Chairman of the Board of Directors, Motor Sich JSC V.A. Boguslayev Basic Information about the Company MOTOR SICH Information about the Company n Information about State Registration of Motor Sich JSC n Information about Statutory Capital n Information about Auditor n Specialization of the Company n Corporate Strategy of the Company n Mission of the Company Positioning of the Company in Industry n n MOTOR SICH BASIC INFORMATION ABOUT THE COMPANY Short title: Motor Sich JSC Full title: Motor Sich Joint Stock Company Enterprise code: 14307794 Legal address: 15 Motorostroiteley Avenue, Zaporozhye 69068, Ukraine Tel: Fax: E-mail: Web-site: (38 061) 720-48-14 (38 061) 720-50-00 motor@motorsich.com www.motorsich.com INFORMATION ABOUT STATE REGISTRATION OF MOTOR SICH JSC Place of registration – the Executive Committee of Zaporozhye City Council. Date of state registration – 25.05.1994. INFORMATION ABOUT STATUTORY CAPITAL The statutory capital of Motor Sich JSC is UAH 280,529,650.00. It is divided into 2,077,990 simple registered shares issued in book-entry form. Nominal value of each share is UAH 135. Number of Certificate about registration of shares in book-entry form: 205/1/11 Registration body: the State Commission on Securities and Stock market. ISIN code assigned to simple registered shares of Motor Sich JSC by the National Depositary of Ukraine: UA 4000143135. Each simple registered share of Motor Sich JSC provides the same scope of rights to its owner (shareholder). Motor Sich JSC is the first Ukrainian issuer who has implemented Global Depositary Receipt Program with Deutsche Bank. Deutsche Bank Trust Company Americas is appointed the exclusive custody of Motor Sich global depositary receipts (GDR). GDR/shares ratio is 10:1. Motor Sich JSC has taken up obligations to protect the rights of GDR holders, inform them, granted the right to participate in the Company management and obtain part of profit in the form of dividends, guaranteed possibility to convert GDR into shares. 6 ANNUAL REPORT 2012 INFORMATION ABOUT AUDITOR Authenticity and completeness of financial reports of Motor Sich JSC for 2012 is confirmed by private auditing company “ZaporozhAudit. Taxes. Law” (Enterprise Code 13625523) according to Agreement No 2729/09-Д (General Accounting), dated 10.04.2009. Location of auditing company: 8 Tikhy Pereulok Street, Zaporozhye. Date of state registration of private auditing company “ZaporozhAudit. Taxes. Law” – 21.01.1994; Enterprise code – 1 103 120 0000 012930. Certificate of Auditing Chamber No. 0057, dated 26.01.2001, about registration as an auditing entity. Validity term of Certificate is extended till November 04, 2015. SPECIALIZATION OF THE COMPANY Development and production of gas turbine engines for military and civil aviation, industrial units for ground application (Gas-turbine power plants, Gas pumping units, Combined heat and power plants), modernization of helicopter equipment. CORPORATE STRATEGY OF THE COMPANY Corporate strategy of Motor Sich JSC is based on the large-scale diversification of production, strengthening and expansion of its positions in the market of aviation equipment and its support services, realized in the following basic strategic directions: n development and implementation of special programmes on manufacture of competitive products; n expansion of sales and services markets; n improvement of marketing activity; n creation of efficient high-technology production facilities as a result of their technical upgrading; n arrangement of efficient quality management system. MISSION OF THE COMPANY Motor Sich JSC works to be the best company in the sphere of aviation engine-building. Based on successful 100-year activity of the Company, utilizing our highest intellectual potential, using unique advanced technologies, in close cooperation with our business partners, we make Ukraine an aviation power. Basic Information About the Company 7 MOTOR SICH POSITIONING OF THE COMPANY IN INDUSTRY Motor Sich JSC is a specialized enterprise, which basic products are gas turbine engines for civil and military aircraft, created on their basis industrial gas turbine drives for power and gas-pumping stations, as well as gas turbine power stations and gas-pumping units with these drives. Tens of thousands of engines produced by Motor Sich JSC are installed in aircraft of worldwide known firms: Antonov, Ilyushin, Beriev, Tupolev, Yakovlev, Kamov, Mil, Czech “Aero Vodochody” and Chinese NAMC. They are operated in civil and military aircraft of more than 120 countries of the world. Many engines of the Company became world leaders in their class: AI-25TL turbojet engines are used in more than three thousand training airplanes and training-combat airplanes in 42 countries of the world; helicopter engines of TV3-117 family are used in 64 countries of the world in all helicopters of average carrying capacity produced in Russia; D18 engine are used for “Ruslan” and “Mriya” that are the highest capacity transport airplanes in the world; D-136 is the most powerful engine in the world for Mi-26 helicopters, etc. In order to occupy new market niche, Motor Sich JSC is now developing, overhauling and upgrading helicopters under its own Helicopter Engineering Programme. Taking into account achievements of the Company in helicopter engineering, Vyacheslav Boguslayev, Chairman of the Board of Directors of Motor Sich JSC, was given authority of the General Designer for manufacture and upgrading helicopter equipment by Order of the Cabinet of Ministers of Ukraine No. 906-р, dated 14.11.2012. Production Plan of the Company includes industrial power-generating sets. Motor Sich JSC manufactures gas-turbine drives with power of 2.5, 6.3, 8 MW, gas-turbine power-generating sets with output of 2.5, 6 MW. Except for main aircraft and industrial products, the Company manufactures wide range of consumer goods. 8 Motor Sich JSC is a part of aviation industry complex of Ukraine. Traditionally, it is deeply integrated with enterprises of aviation industry of Russia. At the present time, Motor Sich JSC performs the following prospective works: In the sphere of mass production — improvement of wear characteristics of D-18T engines and their modifications, AI9-3B, TV3-117VMA-SBM1, D-36 engines of all series, TV3-117V, D-436TP, D-436-148, AI-450МS families. There was started mass production of: n AI-222 engines for Yak-130, L-15 and other combat trainers produced in Russia and China; n TV3-117VMA-SBM1V engines designed for upgrading a huge fleet of “Mi” and “Ka” helicopters all over the world, as well as for installation in new helicopters; n TV3-117VMA-SBM1V series 4 and 4E engines designed for upgrading Mi-8T helicopters; n small MS-400 engines for unmanned aerial vehicles. There was developed, prepared to pilot and mass production: n AI-25TLSh engine, a new modification of AI-25TL engine, for upgrading L-39 training airplanes; n TV3-117VMA-SBM1V series 1 engine with Full Authority Digital Engine Control (FADEC) and TV3-117VMA-SBM1V series 2 engine with upgraded automatic control system and improved performance characteristics for Mi-28, Mi-17 and other helicopters. n MS-14 engine for upgrading An-2 and for installation in new short-range aircraft; n MS-500V turbo-shaft engine for helicopters with take-off weight from 3.5 to 6 t; n small MS-400H and MS-450 engines for unmanned aerial vehicles; n D-436TP-М engine with thrust reverser for upgraded Bе-200 aircraft; ANNUAL REPORT D-436-148FМ engine for An-178 transport aircraft; D-27 engine for Аn-70 military transport aircraft; n AI-450М/М1 engines for upgrading Mi-2 helicopter; n AI-9V-1 auxiliary power unit for “Mi” and “Ка” helicopters; n D-36MB engine for Аn-74 aircraft; n n 2012 AI-450S and AI-450S2 for general purpose aircraft; creation of test benches for development of the engine main units and different special tests; n gas-turbine drives and power generating sets for Russia and Ukraine, including combined heat and power plants with gas-steam cycle or cogeneration cycle. n n Basic Information About the Company 9 Structure of the Company MOTOR SICH Business Units Located at the Territory of Ukraine n Subdivisions Having Rights to Open Current and Settlement Accounts n Subsidiary Companies n Health Resorts Representative Offices of Motor Sich JSC n n MOTOR SICH BUSINESS UNITS LOCATED AT THE TERRITORY OF UKRAINE Zaporozhye Machine-Building Plant named after V.I. Omelchenko Year of foundation – 1988. Areas of activity: n testing of aircraft engines; n assembly and testing of EG-1000 and EG-6000 gas-turbine power generating sets; n testing of 6.3, 8, 10 MW D-336, AI-336 gas-turbine drives; n testing of D-18T engines; n manufacture of blades; n foundry. Volochysk MachineBuilding Plant (VMZ) Year of foundation – 1971. Areas of activity: n mass production of parts and metal products for aircraft engines; n production of technological tooling; n overhaul of AI-20 engine and its modifications; n production of EG-1000, PAES-2500 power generating sets; n manufacture and assembly of GTE-MS-2,5; AI-2500M power drives; n production of consumer goods with special emphasis on a wide range of mufflers for motor cars and agricultural equipment. Snezhnoye MachineBuilding Plant (SMZ) Year of foundation – 1970. Areas of activity: n production of blades for gas-turbine engines; n production of parts and assembly units for mining equipment; n production of consumer goods with special emphasis on agricultural and utility equipment. 12 Airline Aircraft fleet of the Airline: An-74ТК-200. . . . . . 1 An-12B . . . . . . . . . . . 1 An-12BК . . . . . . . . . 1 An-140 . . . . . . . . . . . 1 An-24RV . . . . . . . . . 2 Yak-40 . . . . . . . . . . . 2 Mi-8 . . . . . . . . . . . . . 1 Mi-2 . . . . . . . . . . . . 3 Airline has representative offices in the following cities and countries: n Kiev – 2 representative offices (Zhyliany and Borispol airports) n Istanbul/Turkey – “CASIO AIR SERVIS” Company International codes: IАТА code - М9 ICAO code - MSI; Traffic documents code - 011. Airline performs: а) Regular passenger flights: n Zaporozhye-Borispol-Zaporozhye; n Lugansk-Borispol-Lugansk; n Zaporozhye-Moscow-Zaporozhye (code sharing agreement with “YuTair Ukraine” Airline about joint flight operation) b) passenger and cargo charter flights all over the world. Tickets for the flights of Motor Sich Airline may be reserved through the following Global Distribution Systems (GDS): Amadeus Galileo n TAIS n Sirena-Travel. n n ANNUAL REPORT 2012 SUBDIVISIONS HAVING RIGHTS TO OPEN CURRENT AND SETTLEMENT ACCOUNTS Lubny Machine-Tool Plant (Lubny, Poltava region) Pervomaisk Accessories Plant (Pervomaisk, Lugansk region) n Kiev Accessories Plant (Kiev) n Calibration Center (Zaporozhye) n Construction Management and Social Development Department (Zaporozhye) n Canteen Center (Zaporozhye) Company Store “MOTOR SICH” (Zaporozhye) Medical and Sanitary Department of Motor Sich JSC (Zaporozhye) n Preschool Education Center (Zaporozhye) n Sports Complex (Zaporozhye) n Vinnitsa Aircraft Plant (Vinnitsa) n subsidiary companies n n n n SUBSIDIARY COMPANIES The Company has founded the following subsidiaries that are carrying out their activities at the present time: n Gulaypole Machine-Building Plant 17, 9th January Street, Town of Gulaypole, Zaporozhye region, Ukraine Lebedin Engine-Building Plant 18 Grushevaya Street, Town of Lebedin, Sumy region, Ukraine Main areas of activity: n development, preparation and organization of research and mass production of machine-building products; n production, procurement and sales of agricultural products; n provision of services to people on repairing and maintenance of motor vehicles, as well as delivery of spare parts for them; n sales of process equipment, cars and tractors withdrawn from process usage. Main areas of activity: n development, preparation and organization of pilot and mass production of machine-building products; n sales of manufactured products; n manufacture of industrial products, consumer goods, fuels and oils. n production of paint-and-lacquer materials; production of metal and cardboard containers. Share of Motor Sich JSC in statutory capital of the above subsidiary companies is 100%. Gulaypole Mechanical Plant 2 Kotovskogo Street, Zheleznodorozhnoye village, Gulaypole district, Zaporozhye region, Ukraine Main areas of activity: n preparation and organization of research and serial production of aircraft engines, aviation equipment and property; n manufacture of electrical machines, equipment and devices, industrial products; n manufacture of agricultural machines, process equipment for textile industry, agricultural and garden tools; Structure of the Company 13 MOTOR SICH HEALTH RESORTS Health Resort “Priboy” tennis courts with special cover; two thousand meters of sport grounds; n gym; n billiard, cinema and concert halls; n excellent national cuisine; n indoor swimming pool. n n Location: Primorsk, Zaporozhye region (Azov seashore). Capacity: 7 comfortable buildings for 490 persons. Number of vacationers per year: about 3 thous. persons. Activity: family recreation. Main advantages: n comfortable rooms; n nutritious food; n equipped beach; n gymnasium; n various leisure facilities; n indoor swimming pool. Health Resort “Motor” Location: Primorsk, Zaporozhye region (Azov seashore). Capacity: 4 comfortable buildings for 500 persons Number of vacationers per year: more than 3 thous. persons. Activity: family recreation. Main advantages: n comfortable, family atmosphere; perfect living conditions; n the best equipped beach at the Azov seashore; 14 Medical-Care Vacation Hotel “Horizont” Location: Alushta (South coast of the Crimea) Capacity: 3 dormitory blocks for 500 persons. Number of vacationers per year: more than 4 thous. persons. Specialisation: medical treatment of diseases of respiratory organs, functional diseases of nervous system, as well as ear, nose and throat diseases. Activity: family recreation. Main advantages: n picturesque scenery, clean air, warm sea; n comfortable rooms; n qualified medical service; n balanced diet; n various leisure facilities; n equipped sports and play grounds; n chain of stores and cafes. ANNUAL REPORT Sanatorium “Raduga” Location: Volochysk Sanatorium can accomodate 100 resting persons at the same time. Specialization: treatment of gastrointestinal tract Main advantages: n comfortable rooms; n ancient dendrological park, lake, the Zbruch river; n sporting grounds, “Terrainkur” paths for dosed walking; n fishing in summer period, sleighing and skiing in winter period; n gym, library, billiards, evening parties; n Well No. 35 of “Kryshtaleva krynytsa” mineral water; n two well-rooms with water of different temperature; n skilled medical service. 2012 Capacity: 6-storey building (with two lifts) for 250 persons Time schedule: year-round. Specialization: treatment of locomotor system, peripheral nervous system, upper respiratory tracts, cardiovascular system, digestive organs; Main advantages: n comfortable double rooms; n balanced diet; n qualified medical service; n presence of all natural and medical factors that are necessary for health improvement. n “Terrainkur” paths for dosed walking, sporting ground, beach, billiards, sauna; n cinema and concert hall for 300 persons; n There are conducted evening parties - discos, concerts. There are shown interesting movies. Besides, sanatorium-preventorium arranges seminars, conferences, trainings, banquets, professional holidays. Sanatorium-preventorium of Motor Sich JSC Sanatorium-preventorium of Motor Sich JSC is located 30 km from Zaporozhye in picturesque park area on the bank of the Dnieper river. Structure of the Company 15 Representative offices of Motor Sich JSC USA Ukraine 30 Shelkovichnaya Street, Kiev, 01024, Ukraine Phone: +38 044 253 9105, +38 044 253 4083, Fax: +38 044 253 9034 E-mail: motorsich@voliacable.com Director: Gennady Alekseyevich Barbinov Brazil Russia 14 Novopeschanaya Street, Moscow, 125252, Russia Phone: +7 495 411 5155, Fax: +7 495 411 5155 E-mail: info@motorsich.ru Http://www.motorsich.ru Director: Petr Ivanovich Kononenko China Representative Office Asia Hotel, Office #403, #8 Gongti bei lu, Xinzhong xi jie, Doncheng District, Beijing, 100027, China Phone: +8610 65515762, Fax: +8610 65515762 E-mail: motorsich_china@mail.ru Director: Oksana Nikolayevna Borukha U.A.E. Regional Office Plot F4-02, SAIF Zone, Sharjah, U.A.E. Phone: +9 716 557 8097, Fax: +9 716 557 8098 E-mail: motorme@eim.ae Director: Alexander Alexandrovich Lukyanov Algeria Regional Representation 81, Lotissement EI Feth, "Les Sables Rouges", El Biar, Algiers, Algeria, 16030 Phone: +213 21 92 3720, Fax: +213 21 79 8749 E-mail: suprun.ms@mail.ru Director: Nikolai Anatolyevich Suprun India India Liaison Office 24 Ferozeshah Rd., New Dehli, 110001, India Phone: +91 114 350 4903, Fax: +91 114 350 4902 E-mail: msindia@mail.ru Director: Andrey Yevgenievich Miliukov Belarus Russia Ukraine China Algeria U.A.E. Bangladesh India Uganda Belarus Bangladesh Representative Office BS GROUP House #199, Road #1, DOHS Mohakhali, Dhaka-1206, Bangladesh Phone: +88-02-8715530/8834617 Fax: +88-02-8824107 E-mail: bromotor@dhaka.net, bstech_ms@dhaka.net Director: Valery Vasilyevich Tychkov 131 Bogdanovicha Street, Minsk, 220123. Phone: +003 751 73342157 Director: Petr Ivanovich Rogazhevsky Brazil SQS 403, Bloco R, Apt. 306, Brasilia Mobile: +55 61 8328 0212 E-mail: brazil@motorsich.com Representative: Sergey Yuryevich Chernyshev USA Uganda 1375, Coney Island Ave., Brooklyn New-York, 11230, USA Mobile: +00 134 775 567 84 e-mail: nro.motor@yahoo.com Director: Valery Vasilyevich Tychkov 13, Gowers St., Entebbe,Uganda Phone: + 256 414-320-794 Fax: + 256 414 321-071 E-mail: makukhvictor@mail.ru Representative: Victor Iosifovich Makukh Management Bodies of Motor Sich JSC MOTOR SICH The Board of Directors n General Meeting of Shareholders n Supervisory Board n Internal Audit Commission n THE BOARD OF DIRECTORS Pavel Dmitrievich ZHEMANYUK Deputy Chairman of the Board of Directors, Technical Director of Motor Sich JSC Mikhail Naumovich BEREZOVSKY Deputy Chairman of the Board of Directors, Director of Construction and Social Development of Motor Sich JSC Vladimir Timofeyevich SHIRKOV Deputy Chairman of the Board of Directors, Marketing Director of Motor Sich JSC Roman Sergeyevich GARANENKO Member of the Board of Directors, Quality Director of Motor Sich JSC Vladimir Borisovich SEMENOV Member of the Board of Directors, Director of Corporate Law and Investment Projects of Motor Sich JSC Alexander Petrovich NEDASHKOVSKY Member of the Board of Directors, Director of Snezhnoye Machine-Building Plant of Motor Sich JSC MOTOR SICH Sergei Anatoliyevich VOITENKO Deputy Chairman of the Board of Directors, Production Director of Motor Sich JSC Olimpy Valerianovich POKATOV Member of the Board of Directors, Director of Human Resources Department of Motor Sich JSC Konstantin Ivanovich GORBIK Ruslan Alexandrovich PIDORICH Member of the Board of Directors, Head of Youth, Culture and Public Relations Department of Motor Sich JSC Member of the Board of Directors, Deputy Technical Director of Tool Production of Motor Sich JSC Viktor Alekseyevich LUNIN Member of the Board of Directors, Financial Director of Motor Sich JSC MOTOR SICH GENERAL MEETING OF SHAREHOLDERS MANAGEMENT BODIES OF MOTOR SICH JSC: General meeting of shareholders (superior body); Supervisory Board; n Board of Directors (executive body); n Internal Audit Commission. n n Management bodies of Motor Sich JSC pay particular attention to honesty, openness, efficiency, responsibility and achievement of the specified objectives. Authorities and obligations of management bodies are clearly divided and balanced. Corporate management system of Motor Sich JSC is built according to international standards, the best world experience and current legislation of Ukraine. It provides efficient cooperation between management and control bodies, as well as external auditors and all interested parties (shareholders, contractors, state bodies); monitoring of the Company's activity for achievement of the specified objectives. COMPETENCE OF GENERAL MEETING OF SHAREHOLDERS General meeting of shareholders is the superior management body of Motor Sich JSC. General meeting of shareholders may solve all questions related to the Company’s activity. Questions that are in exclusive competence of general meeting of shareholders are stipulated by current legislation, the Company’s Statute and may not be submitted to other bodies of the Company. CORPORATE MANAGEMENT SYSTEM OF MOTOR SICH JSC Corporate management of the Company is a system of relations between investors (owners of the Company), its managers, and interested parties for provision of efficient activity of the Company, equal influence of parties and balance of corporate interests. Corporate management creates system of levers and counterbalances for correlation of interests of senior managers, shareholders and other interested parties. 22 CORPORATE MANAGEMENT SYSTEM OF MOTOR SICH JSC IS BASED ON THE FOLLOWING PRINCIPLES: The Company protects rights of shareholders. The Company provides equal attitude to all shareholders, including minority and foreign shareholders. n The Company acknowledges legal rights of the interested parties and encourages active cooperation between the Company and all interested parties for increase of social wealth, creation of new work places and achievement of financial stability of the Company. n The Company provides timely disclosure of reliable information about all important aspects of the Company activities, including data about financial state, results of business activity, structure of shareholders and management. n The Board of Directors provides strategic business management and efficient control of all managers. It regularly reports to its shareholders and the Company. n n COMPETENCE OF THE BOARD OF DIRECTORS OF MOTOR SICH JSC The Board of Directors is a permanent executive body of the Company that controls its current activities. The Board of Directors, within its powers stipulated by effective legislation, Statute and corporate documents of the Company, makes decisions, concludes agreements and acts otherwise on behalf of the Company in order to achieve the Company’s objectives. The Board of Directors consists of 12 persons. Term of powers is 4 years. ANNUAL REPORT 2012 SUPERVISORY BOARD Chairman of the Supervisory Board, Director of Public Relations of Motor Sich JSC Petr Ivanovich KONONENKO Member of the Supervisory Board, Director of Moscow Representative office of Motor Sich JSC Date of birth: 15.04.1956 Education: higher Date of birth: 05.12.1955 Education: higher Alexander Vyacheslavovich BOGUSLAYEV Valery Mikhailovich LOGVIN Member of the Supervisory Board, Director of Catering Center of Motor Sich JSC Anatoly Nikolayevich MALYSH Deputy Chairman of the Supervisory Board of Motor Sich JSC, Deputy Director of International Technical Center of Motor Sich JSC Date of birth: 02.08.1978 Education: higher Date of birth: 23.07.1952 Education: higher Member of the Supervisory Board, Director of Transport and Production Administration of Motor Sich JSC Mikhail Ivanovich TRUSH Member of the Supervisory Board, Chairman of Trade Union Committee of Motor Sich JSC Date of birth: 10.11.1954 Education: higher Date of birth: 10.06.1949 Education: higher Yury Mikhailovich GRECHIKHA Member of the Supervisory Board, Assembly fitter of workshop No. 31 of Motor Sich JSC Svetlana Alexandrovna KHOREVA Member of the Supervisory Board, Head of Finance-and-Economy Administration of Motor Sich JSC Date of birth: 06.07.1954 Education: specialized secondary Date of birth: 21.12.1953 Education: higher Mikhail Nikolayevich MOLCHANOV Competence of the Supervisory Board of Motor Sich JSC The Supervisory Board of Motor Sich JSC is a body that protects rights of the Company’s shareholders and, within its competence stipulated by Laws and Statute, controls and regulates activities of the executive body. The Supervisory Board consists of 9 persons. Term of powers is 2 years. MOTOR SICH INTERNAL AUDIT COMMISSION Alexander Nikolayevich Polyviany Chairman of Internal Audit Commission, Deputy Head of Finance-and-Economy Administration, Head of Labour and Wages Department of Motor Sich JSC Date of birth: 10.12.1954 Education: higher Sergei Nikolayevich Vishnevsky Member of Internal Audit Commission, Director of Aviation Engine Production, Head of Production Administration of Motor Sich JSC Date of birth: 01.10.1954 Education: higher Liudmila Ivanovna Zavgorodniaya Member of Internal Audit Commission, Chief Doctor of Medical and Sanitary Department of Motor Sich JSC Date of birth: 29.05.1954 Education: higher Andrey Valentinovich Zinchenko Member of Internal Audit Commission, Head of Personnel Administration of Motor Sich JSC Date of birth: 05.11.1975 Education: higher 24 ANNUAL REPORT 2012 Valentin Grigoryevich Pasternak Member of Internal Audit Commission, Director of Volochysk Machine-Building Plant of Motor Sich JSC Date of birth: 16.02.1954 Education: higher Leonid Alekseyevich Pirogov Member of Internal Audit Commission, Deputy General Designer of Motor Sich JSC Date of birth: 14.04.1948 Education: higher Alexander Mikhailovich Pospelov Member of Internal Audit Commission, Director of Procurement Administration of Motor Sich JSC Date of birth: 18.09.1956 Education: higher Competence of Internal Audit Commission of Motor Sich JSC Internal Audit Commission carries out internal control and audit of financial and economic activity of the Company. Internal Audit Commission consists of 7 persons. Term of powers is 4 years. Management Bodies of Motor Sich JSC 25 Production Activity MOTOR SICH Main Indices of Production and Financial Activity n Production Activity and Work in progress n Labour and Salary n Advanced Technologies n Certificates and Licences n Service Maintenance n Priority Activities Prospects for 2013 n n MOTOR SICH MAIN ASPECTS OF PRODUCTION AND FINANCIAL ACTIVITY n Growth rate of production volume in comparable prices to 2011 – 115.6%; n Volume of industrial products shipped to the Customers is by 22.9% more than in 2011; n Specific weight of aviation equipment in the sold products – 92.3%; n Export share in the income from sold products – 93.1%. n Profitability of sales – 29.4% Structure of products sold by Motor Sich JSC in 2012 (%) 6,3 1,4 400 347 350 8,3 19,8 Income from sold products, works and services during 2008 – 2012 period. 282 300 64,2 243 250 182 200 150 100 50 Mass-produced aircraft engines 313 258 214 165 100 2008 2009 2010 2011 2012 Overhauled aircraft engines Other aviation equipment Total income from sold products, works and services: General-purpose products Consumer goods 28 including aviation equipment ANNUAL REPORT 2012 PRODUCTION ACTIVITY AND WORK IN PROGRESS Motor Sich JSC delivered products according to the concluded contracts in 2012. There were executed 276 contracts for the delivery of mass-produced and overhauled engines, drives, power generating sets. Specific weight of sold products in 2012 is as follows: 6,3 There were performed works related to development and introduction into production of the following consumer goods: There was manufactured pilot batch of “Motor Sich MBE-1” hosehold electrical oil mill; n There was manufactured batch of “Motor Sich MB8E” walking tractors equipped with electric starter, hood and fenders; n There was manufactured pilot batch of “MS-470” and “MS-475” petrol-powered saws with improved technical characteristics and new design; n 1,4 There was performed upgrading of electrocars into gas-fired motor cars with “МS10P-03” engine; n There were manufactured upgraded outboard motors “МS-40E” and “МS-40ED”. n 92,3 Aviation equipment General-purpose technical products Consumer goods In addition to production of engines the Company performed 98 contracts for the delivery of spare parts (55 of them – non-CIS countries, 40 – Aircraft Repair Plants in Russia). In 2012 there were sold consumer goods to the amount of 97.5 mln. UAH. There were continued works on implementation of mass-production of several new aviation products in the course of the year. There were manufactured: 4 МS-500V engines; n 2 АI-450М engines; n 4 MS-14 engines; n 2 АI-450S engines; n There were prepared to production and were manufactured parts of prototype МS-500UBE, ТV3-117VМАSBМ2V, D-136-2 engines. The company has allocated 116.6 million UAH of own assets into the development and preparation to mass production of new types of aviation products, general technical products and consumer goods. This amount will reach 609.3 million UAH, if we take into account expenses for procurement of equipment, manufacture and modification of test benches, performance of research and development works. As of 01.01.2013, the process stock at Motor Sich JSC amounted to 3,207.5 million UAH. During year 2012 the process stock increased by 867.9 million UAH (37.1%). Main production process stock increased by 827.9 million UAH (36.5%), auxiliary production process stock increased by 40.0 million UAH (57.8%). The reasons for increase of main production process stock were: increase of prices for material resources, creation of process stock for shipments in year 2013, development and manufacture of prototypes of new products. Percentage of main products in the process stock: n n As of 01.01.2012 – 97.0%; As of 01.01.2013 – 96.6%. Process stock created in 2012 will ensure uninterrupted and continuous work of the Company in year 2013. Production Activity 29 MOTOR SICH LABOUR AND SALARY The Company’s labour remuneration system provides fair remuneration for employees’ labour depending on complexity and conditions of work, employee’s professional and business qualities, results of the employee’s work and economic activity of the Company’s corresponding subdivision. Motor Sich JSC has introduced new wage rates and official salaries from July 01, 2012 in order to increase social standards for all categories of the Company employees pursuant to Law of Ukraine. Increase of average wages from January till December 2012 has made 8.6%. Average salary of production and industrial personnel in December 2012 have amounted to 3,731 UAH, industrial workers of main shops – 4,123 UAH, chief foremen – 5,560 UAH, foremen – 4,136 UAH. Motor Sich JSC occupies 10th place among 40 industrial enterprises of Zaporozhye as per salary level. The Company constantly analyzes average salary of all categories of workers, efficiency rate, labour force data. Average efficiency rate has made 117.2% in year 2012. The Company has no wage arrears, as well as tax arrears to budgetary and extra-budgetary funds. The Company’s labour force has increased by 6% in 2012. Labour force structure has changed due to the increased amount of direct workers from 38.4% as of 01.01.2012 to 38.9% as of 01.01.2013. Labour fluctuations has made 0.56% in year 2012. The Company’s staff on the payroll during 2008 – 2012 (persons) 25 000 23 841 21 236 20 832 20 000 15 000 19 573 19 248 10 000 7 042 7 206 25 267 21 860 20 264 7 858 22 228 9 024 23 628 9 694 5000 2008 2009 2010 2011 2012 Total including production and industrial personnel thereof direct workers and apprentices Growth of average salary of the Company employees in 2008 – 2012 3750 3295 2748 3000 2250 3577 1871 1500 1821 2135 3212 3488 2678 2080 750 2008 2009 2010 2011 2012 of a worker of a production and industrial employee 2,1 Qualitative indices of personnel: Structure of production and industrial personnel by categories, % 32,3 5,1 Industrial workers — 41.0% 41,0 Auxiliary workers — 19.5% Quality control personnel — 5.1% Engineers and technicians — 32.3% 19,5 30 Other categories — 2.1% ANNUAL REPORT 2012 ADVANCED TECHNOLOGIES Manufacture of aircraft engines which should be capable to compete with the products of the leading world companies requires continuous improvement of production processes with due consideration of the latest achievements of science and engineering. Motor Sich JSC carries out the following activities in this respect: Implementation of new production processes: n defect-free single-step braizing of HPT rotor blades of АI-222 engine; n vacuum brazing of steel tubular heat exchangers; n carbonitriding with controlled carbon potential; n casting of HPT rotor blade parts of АI-222 engine with redesigned blanks; n casting of IPT spacers of D-18Т engine with modified feeding of cast products; n casting of Fan Turbine rotor blades of D-18Т engine with usage of ceramic filters; n manufacture of titanium alloy bushings of “78” and АI-450МS engines by means of powder metallurgy; n restoration of magnesium casing of АI-222-25 engine by means of gas-dynamic spraying; n restoration of worn-out surfaces by means of gasthermal spraying; n thermostabilizing annealing of large-size thrust reverser rings of D-436TP engine that are made of АК4-1 alloy. Implementation of advanced blanks: n precision investment casting of heat-resistant and structural alloys; n precision centrifugal investment casting of titanium alloys; n casting of monocrystal blades made of ЖС32, ЖС26 heat-resistant alloys; n metal mould casting of magnesium and aluminum alloys; n precise casting of large-size parts made of nonferrous alloys. Joint research and development: n with UkrNIIspetsstal Institute on enhancement of process paremeters of hot isostatic pressing of encapsulants with granules made of ЭП741НП alloy in hot isostatic press QIH 0.9х1.5 for manufacture of turbine disks; n with Zaporozhye National Technical University on complex investigation and development of methods of repair of GTE parts made of high-alloyed titanium compounds by means of welding using nanostructured additive materials; n with Kharkov Physics and Technology Institute on enhancement of process paremeters of hot isostatic pressing of high-duty cast products made of titanium and heat-resistant alloys; n with Research and Development Centre “Advanced Technologies” of Electric Welding Institute named after Paton on development of thermal protective coating for blades of АI-450-МS engine. Information technologies: The Company carries out purposeful works on application of computer-integrated technologies. Main activities: n development of Computer-Aided Design (CAD) System for designing of aircraft engines, enhancement of its functionality due to special complex calculation and simulation systems. n development of Computer-Aided Process Engineering System; n development of Management Integrated Control System (MICS) on the basis of SAP solutions; n creation and development of Integrated Product Operation Support System; n system integration of above mentioned systems and formation of integrated data field of the Company; n manufacturing application of CAD\CAM software: Unigraphics, ADEM, MAGMASOFT, IMS-software; n development of control software. There was imported new process equipment, as well as components and spare parts to it: n DOOSAN LYNX220LM CNC machining center; n PHOENIX II 275G semiautomatic gear-grinding machine for Gleason-type conical gears; n OMICRON 1000-ET5 multipurpose circular grinding machine; n LINEA IRON multipurpose surface-grinding machine; n SARIX SX 200 HPM electrical discharge machine; n AF-36 FLEMING air flow metering system; n BOEHRINGER VDF32M CNC semiautomatic lathe; n TRENS SBL300 CNC semiautomatic lathe. Production Activity 31 MOTOR SICH CERTIFICATES AND LICENCES 1. Certification of quality management system, production and overhaul Extended the term of “Repair Organization Certificate” No. СПР-11 untill 12.04.2014; n Confirmed validity of Quality Management System Compliance Certificate No. ВР 27.1.4223-2011; issued by Certification Center “Gosaviasertifica” (Russia); n Confirmed validity of Quality System Compliance Certificate No. UA 226244; issued by Bureau Veritas Certification; n n Confirmed validity of Quality System Compliance Certificate No. РОСС UA.ИС25.К00031; issued by Certification Center “Quality” (Russia); n Confirmed validity of Quality System Compliance Certificate No. HTI/130-009/2010; for compliance with requirements of AQAP-2110 Standard (NАТО); Received Maintenance Organization Certificate No. UA.145.0026; the State Aviation Administration of Ukraine. n 2. Type certificates for aviation equipment, ground equipment and consumer goods 2.1. Received: n Amendment to Type Certificate for АI-450-МS auxiliary power unit No. СТ260-ВД/Д07, dated 24.04.2012 (AR IAC); Amendment to Type Certificate No. СТ 267-АМД/Д05, dated 27.04.2012, for ТV3-117VМА-SBМ1V engine (AR IAC); n n Data Sheet to Type Certificate No. ТД 0035 ver.3, dated 18.01.2012, for extension of ТV3-117VМА-SBМ1V engine service life (the State Aviation Administration of Ukraine); Data Sheet to Type Certificate No. ТДД 0009 ver. 05, dated 28.08.2012, for extension of АI-450-МS engine service life (the State Aviation Administration of Ukraine); n Aviation Equipment Developer’s Certificate No. Р-56, dated 13.07.2012 (AR IAC); n Certificate of Conformance No. UA1.050.0241034-12, dated 27.12.2012, for “Motor Sich МB-8” walking tractor (INPOMT, Ukraine); n Type Approval Certificate No. ODC 0550-0209/3.1 for D-336-1/2, D-336-1/2-E, D-336-2Т, D-336-2Т-E, АI-336-2-8, АI-336-2-8-E, GTE-6,3/МS, GTE-6,3/МS-E, GTE-8/МS, GTE-8/МS-E gas turbine drives, dated 27.06.2012 (“SGS-UKRAINE”); n n Certificate of Conformance No. РОСС UA.ME22.H00299 for Motor Sich PAES-2500 gas turbine power generation set and its modifications, dated 03.09.2012 (Kursk, Russia); n Certificate of Conformance No. POCC UA.ME22.H00300 for Motor Sich EG 6000Т-Т10500-3ВНМ1УХЛ1 gas turbine power generation set, dated 03.09.2012 (Kursk, Russia); 32 ANNUAL REPORT 2012 n Certificate of Conformance No. C-UA.MХ04.В.00143 for D-336-1/2, D-336-1/2 E, D-336-2Т, D-336-2Т-E, АI-336-2-8, АI-336-2-8-E gas turbine drives, dated 08.08.2012 (Certification Center “Quality”, Russia); Expert Advice No. 712, dated 03.04.2012, on conformity of products to Unified sanitation-and-epidemiological and hygienic requirements to goods subject to sanitation-and-epidemiological supervision (Research Center “Health”, Russia); n Approval No. РРС 00-046664, dated 19.01.2012, for application of GTE-6/6,3 М1УХЛ1 gas turbine power generation set (Federal Service of Ecological and Atomic Supervision, Russia); n n Data Sheet to Additional Type Certificate No. ДТВ-0003, dated 22.08.2012, for Мі-8МSB helicopter. Licenses Licence АД No. 041410, dated 02.07.2012, “Rendering of educational services by educational institutions”, issued by the Ministry of Education and Science, Youth and Sport of Ukraine; n n Licence АB No. 419865, dated 23.11.2011, “Rendering of preschool educational services”, issued by Department of Education and Science of Zaporozhye Regional State Administration; Licence АГ No. 592046, dated 22.12.2011, “Rendering of passenger and dangerous cargo transportation services by motor vehicles”, issued by the Ministry of Transport and Communications of Ukraine; n n Licence АВ No. 472038, dated 23.09.2009, valid from 27.08.2009 untill 26.08.2014, “Natural gas supply at uncontrollable tariff”; issued by National Power Control Commission of Ukraine; Licence АВ No. 583195, dated 20.06.2011, valid untill 27.08.2014, “Rendering of fixed local telephone services”; issued by National Power Control Commission of Ukraine; n Licence АГ No. 600416, dated 06.07.2012, “Medical practice”, issued by the Ministry of Health of Ukraine; n Licence АВ No. 583195, dated 20.06.2011, “Rendering of fixed local telephone services”; issued by National Communications Control Commission of Ukraine. n Production Activity 33 MOTOR SICH SERVICE MAINTENANCE Motor Sich JSC has an after-sales service division (Product Support Department – PSD) that provides technical support of all manufactured aircraft engines within the whole period of their operation. PSD is the main link connecting the Company with numerous operating organizations. All PSD relations with customers are regulated by the concluded contracts: at present, more than 346 contracts are in force, as well as 274 additional agreements to them concerning technical support of engines, extension of service life, performance of light overhaul in service, and other services. In 2012, Product Support Department: has rendered various services to the amount of 247.2 mln. UAH; n has performed light overhaul of 78 engines: thereof in service conditions - 54, at technical Centers (Technical Center “МSME” in UAE; Technical Center “Borisfen-Avia” in Russia) – 24; n n continued to master new production processes for light overhaul in service of AI-93B, AI-450-МS, D-436-148, ТV3-117VМА-SBМ1V, VK-2500, D-336-2-8, D-436ТP engines; n has performed theoretical and practical training of 9 groups of foreign specialists in all aspects of engine maintenance. The sphere of PSD activity has become wider, as new gas-pumping stations were put into operation in Iran, Turkey, Turkmenia, Uzbekistan, Belarus, Russia, Azerbaijan, Kazakhstan. Total of 115 engines are now operated at gas-pumping stations, and 10 engines are operated at power stations. Presently, highly experienced specialists of PSD render in-service support of the following new equipment: Аn-148 and An-158 airplanes with D-436-148 and AI-450-МS engines of Russia Airlines JSC (St. Petersburg, Russia), Polet Airlines (Voronezh, Russia), VАSО JSC, Aerosvit (Ukraine), Ukraine International Airlines (Ukraine), Angara Airlines (Irkutsk, Russia), AirKoreya (North Korea), Russia Airlines (Moscow, Russia); n n Аn-140-100 airplanes with ТV3-117VМА-SBМ1 and AI9-3B engines of “Yakutia” Airlines (Russia), “Motor Sich” Airlines (Ukraine), “НЕSA Airlines” and “Police Aviation” Airlines (Iran); 34 n L-15 airplanes with АI-222К-25 engines in China; Мi-2 helicopter with АI-450V engines in Rostovon-Don; n K-8J airplanes with AI-25ТLK engine in China, Sudan, Bolivia, Venezuela; n experimental-industrial operation of Mi-8MSB helicopters with TV3-117VMA-SBM1V series 4E engines, as well as Mi-8MTV and Mi-24 helicopters with TV3117VMA-SBM1V engines; n experimental-industrial operation of 10 MW gas-turbine units in the urban settlement of Novopskov; n 7 MW gas-turbine drives at CS “Eskisehir” (Turkey), CS “Volkhov”, CS “Pikaleva”, underground n ANNUAL REPORT gas storage station “Kanchurinskaya” (Russia), CS “Yaro Yakhinskoye” (Russia), BCS “Krestishe” (Ukraine); n 8 MW gas-turbine drives at BCS “Shurtan”, “Zevardy”, “Pamuk” (Uzbekistan), “Western Shatlyk” (Turkmenia), CS “Lozinets” (Bulgaria), CS “YuzhnoBalykskaya” (Russia), CS “Abshirin”, “Sirjan”, “Hadjiabad”, CS “Proletarskaya”(Ukraine); n GTE-6.3МS at “Severnaya” heat and power station (Belarus), “Kendyk” heat and power station (Kazakhstan), “Igolskaya” gas-turbine power station, “NGT-Energiya” (Russia). Installation of 4 GTE6,3 МS gas-turbine power generating sets at Tiamkinskoye field (Russia) and 2 sets at Sarakhs field (Iran). 2012 Along with aircraft engines and engines of ground application, PSD performs warranty repairs of consumer goods not only at the Company facilities, but also directly in operating organizations of Ukraine (Vinnitsa, Kirovohrad, Volyn’, Sumy, Kiev, Cherkasy regions), as well as in the Commonwealth of Independent States (Russia, Uzbekistan, Kazakhstan, Belarus). The Company successfully provides paid services. There were repaired consumer goods to the amount of 48.879 thous. UAH in 2012. Production Activity 35 MOTOR SICH MAIN DIRECTIONS OF THE COMPANY ACTIVITY For stable and successful development of the Company under conditions of hard competition in the world aviation market, it needs to perform constant monitoring of tendencies in consumer and raw material markets, and permanent development of the range of goods. The Company has specified the following main directions of activity: major overhaul and modernization of helicopters, including their remotorization; n development and mastering production of new competitive engines with great export potential that cover demands of Ukraine in aviation products; n development of engine modifications demanded by the market of aviation products within short time and with low money expenses for the development of new kinds of products; n 36 n development of scientific and technical reserve in order to provide competitiveness of domestic engines in future; n development and mastering production of helicopters; development of aviation engine modifications for ground application; n n high-quality repairs of engines within short period according to flexible contract terms and conditions; n field service of mass-produced engines, as well as further improvement of their characteristics (reliability, service life, cost effectiveness); extension and deep integration of relations with Russian aviation engine-building complex; n n expansion of presence at the international market with primary orientation to the market of CIS and Asian countries. ANNUAL REPORT 2012 PROSPECTS FOR THE DEVELOPMENT OF NEW EQUIPMENT IN 2013 Works on aircraft engines designed by Motor Sich JSC Works on МS-14 engine: completion of research and development works, and works on engine certification; n participation in flight development tests of Аn-2-100 aircraft with МS-14 turboprop engine; n n finalizing the engine design documents. Works on МS-500V engine: research and development works, developmental and special tests on the test bench; n n finalizing the engine design documents; n manufacture of prototype models. n increasing power-to-weight ratio of АI-9V engines (creation of АI-9V-1 version) n preparation to mass production of D-27 engines; n continuation of joint creation and development of AI-450-MS series 1 and AI-450M/M1 engines with Ivchenko-Progress SE. Works on ground equipment: n creation of GTE-8.3/МS gas-turbine drive for EG-8000МS power generating set; n creation of GTE-МS-2.5D gas-turbine drive with gas-regulating unit produced domestically; Works on TV3-117VMA-SBM1V engine: manufacture of GTE-МS-2.5М gas-turbine drive with set of attachment parts for upgrading PAES-2500. flight tests of Mi-24, Mi-8MT/Mi-17, Ка-27, Ка-29 and Ка-50 helicopters in cooperation with Mil and Kamov Companies; Works on helicopter themes: n n n works on further extension of the engine service life; creation of different modifications of TV3-117VМАSBМ1V series 1 engine with new electronic automatic control system for engines of Мi-28NM, Мi-171 and Ка-52К helicopters; n n creation of modification of TV3-117VМА-SBМ1V series 2 engine with upgraded automatic control system; research and development works on creation of TV3-117VМА-SBМ2V engine with increased power. n n certification of Мi-2 helicopter with new navigation and radiocommunication equipment; n starting up Mi-2МSB helicopter for full-scale testing; n certification tests of Мi-8МSB(P) helicopter; n creation of advanced МSB-6 helicopter. Development of production facilities: introduction of advanced technologies for economy of materials, increase of materials utilization rate, reduction of labour-output ratio; n Creation of МS-500UBE auxiliary power unit. n reconstruction of ТEК-3 with transfer of steam waste-heat exchanger to water-heating mode; Works on other aircraft engines: n mastering repair of new kinds of equipment at Lubny machine-tool plant; modification of D-436TP engines into D-436TPM version (D-436TP engine with thrust reverser) for performance of flight development tests in Bе200 aircraft; n introduction of energy-saving technologies, alternative energy sources etc. n n manufacture, bench and flight tests, certification of TV3-117VMA-SBM1I engine; cooperative deliveries of assembly units for AI222-25 turbofan engines manufactured under the concluded contracts; n n manufacture of parts and units for AI-222К-25F engine, testing of prototype engines; Production Activity 37 Foreign Economic Activity MOTOR SICH Cash Inflow by Regions Participation in Exhibitions n n MOTOR SICH CASH INFLOW BY REGIONS Implementation of export contracts concerning aviation and ground equipment is traditionally the main financial resource. The Company supplies new aircraft engines, gas-turbine drives and other ground application products, spare parts, repair-assembling tools, consumer goods. It carries out overhauling, aftersale maintenance of aviation and ground equipment, renders in-operation services. In Ukraine: Antonov SE, Kharkov State Aircraft Production Enterprise, “Ukrainian Helicopters” JSC, Lugansk Aircraft Repair Plant. n Cash inflow has increased by 42.4% as compared to 2011. The Company delivered AI-20 series 5, D-436148, AI-450-МS aircraft engines, gas turbine drives of AI-20DME family to the internal market, as well as repaired various modifications of aircraft engines and ground equipment. Export ratio in goods sold is 93.1%. Export ratio in goods sold during 2008-2012 period. 100 91,5 95 90 93,2 93,1 In non-CIS countries: India, China, Algeria, Iran, Peru, Colombia. 83,8 Money was received for the delivery and repair of various modifications of aircraft engines, as well as for the delivery of corresponding spare parts. 85 80 2009 2010 2011 2012 Cash inflow under the concluded contracts has increased by 13.2% in 2012 as compared to 2011. Cash inflow from customers in Russia, CIS and nonCIS countries has increased. There was also observed growth of cash inflow from Ukrainian customers. In 2012 main customers were: the Russian Federation: “Russian Helicopters” Holding Company, Klimov JSC, Voronezh Aircraft Production Association, Beriev Taganrog Aviation Scientific Technical Complex, Rostov Helicopter Plant JSC. n In Money was received for the delivery of mass produced aircraft engines: TV3-117 of different versions, D-436148, AI-450-MS, VK-2500, D-136, D-436TP, TV3117VMA-SBM1, AI-9V. 40 The Company repaired aircraft engines, rendered services for extension of service life, as well as delivered and repaired ground equipment for CIS countries. n 88,7 2008 n In CIS countries: Kazakhstan, Uzbekistan, Belarus, Moldova. In 2012 there was opened second stage of Motor Sich Technical Center in UAE. New building of Technical Center will be used for remororization of Мi-8 helicopters. It will allow Motor Sich JSC to increase the scope of rendered services and sales at Middle East and African markets. The Company paid 30,240.5 thous. US dollars under import contracts for acquisition, overhaul and refurbishment of equipment in the accounting year according to the foreign currency expediture plan. Germany, Switzerland, USA, Poland, Bulgaria, Korea, Czechia, Slovakia and other countries are main partners of Motor Sich JSC in the sphere of importing equipment and spare parts, as well as overhauling and upgrading equipment. The following machines were purchased: machining centers HURON, turning-milling centers DOOSAN, high-vacuum furnaces SECO/WARWICK and TAV, gear-grinding centers Gleason-PFAUTER, turningmilling centers, CNC machines TOSHULIN and other process equipment. ANNUAL REPORT 2012 EXHIBITION ACTIVITY Cash inflow for the shipped products and rendered services as per payment currency was as follows: 6,3 36,4 Motor Sich JSC persistently implements professional marketing policy that makes it possible not only to keep traditional sales markets of our products, but also develop new ones. The following methods are used by the Company to organize product sales: n marketing research of sales markets for determining priorities and implementing merchantable production projects, as well as sales of aviation and ground equipment; 2,8 54,5 US dollars RUR UAH Euro There were concluded contracts for purchasing high-vacuum furnaces SECO/WARWICK, five-axis machining centers, special-purpose grinding machines ESSM 500, other equipment and components. n participation in prestigious specialized exhibitions related to the products manufactured by the Company; n establishment of regional representative offices in different regions of the world: Russia, South-East Asia, China, India, Middle East, Africa, Latin America. By means of the regional representative offices Motor Sich JSC takes part in all tenders for delivery of the Company products and services conducted by the state organizations of different countries, such as: China, India, Thailand, Bangladesh, Sri Lanka, Algeria, the Gulf States, Bulgaria, Hungary, Turkmenistan, Russia etc.; establishment of the vast network of service centers all over the world for improving quality and efficiency of assistance to the Customers of our products; n task-oriented advertising campaigns aimed at promotion of our products in new markets, publications in specialized magazines and catalogues. n In 2012, Motor Sich JSC took part in all major international exhibitions related to the Company’s products: n exhibitions of aviation equipment – DefExpoIndia (India), “Heli Russia 2012”, “Hydroaviashow”, “Engines2012” (Russia), “Farnborough International Airshow” (Great Britain), “Airshow China” (China), “Dubai Helishow 2012” (UAE), “ILA Berlin Air Show” (Germany), “Africa Aerospase and Defence 2012” (Republic of South Africa), “AVIASVIT –ХХI” (Ukraine). products of ground application were demonstrated at the following exhibitions: “IRAN OIL SHOW 2012” (Iran), “MIOGE-2012” and “Russia Power 2012” (Russia), “Power Gen India @ Central Asia 2012” n Foreign Economic Activity 41 MOTOR SICH (India), “OGU 2012” (Uzbekistan), “KIOGE 2012” (Kazakhstan), “Oil and Gas 2012” (Ukraine). Besides, the Company actively participated in different exhibitions related to consumer goods, in competitions of loggers. Meetings and negotiations with Operators and Customers of aircraft engines and ground equipment manufactured by Motor Sich JSC were held during all events. More than that, at exhibiitons in Moscow, Gelendjik, Gostomel and Dubai was demonstrated new sphere of Motor Sich activity Мi-8МSB and МSB-2 helicopters. Advertising and presentation of advanced products was actively carried out during negotiations, in specialized publications and mass media of the countries holding exhibitions. Participation in exhibitions and concluded contracts made it possible to consolidate the results achieved by the Company in the development of sales markets. Motor Sich JSC holds firm positions in the markets of Russia, South-East Asia, Middle East, countries of Africa and Latin America. Prospects for 2013 Strengthening and continuation of cooperation with companies of the Russian Federation (delivery of aircraft engines to the plants of Kazan, Ulan-Ude, Kumertau, St. Petersburg, Beriev Taganrog Aviation Scientific Technical Complex, VASO JSC); n n Conclusion of contracts for the delivery of PAES-2500 and EG-6000 power-generating sets to Russia; n Keeping and expansion of sales markets in non-CIS countries; n Execution of contracts for the delivery of engines to India, China, Algeria; Conclusion of long-term agreements with partners from South-East Asia and Latin America (Bangladesh, Sri Lanka, Peru, Colombia); n n Continuation of cooperation with Ukrainian customers. Execution of contracts for the delivery of engines; Promotion of new kinds of products and services to the market. Remotorization of operating helicopters with new ТV3-117-SBМ1V engines. n n 42 Participation in international exhibitions and air shows in order to increase turnover and expand sales markets. ANNUAL REPORT 2012 Foreign Economic Activity 43 Financial and Economic Activity MOTOR SICH Credit Policy of the Company n Indices of the Company’s Financial Stability, Business Activity and Credit Worthiness n MOTOR SICH CREDIT POLIC OF THE COMPANY Financial and economic activity of Motor Sich JSC is aimed at provision of financial soundness, stable inflow of financial resources and their efficient usage, rational balance between internal and borrowed funds. funds, payment of salary and other kinds of payments related to production activities of the Company. During the year, credit funds were used for procurement of equipment, replenishment of circulating Credit resources share on the liabilities has reduced from 4.8% to 3.2% during the reporting period. Credit portfolio of Motor Sich JSC at the end of 2012 was reduced by 61.7 mln. UAH. Dynamics of credit resources share on the liabilities in 2008 – 2012 (%) 20 18,1 15,5 16 12 8,9 8 4,8 3,2 4 2008 46 2009 2010 2011 2012 ANNUAL REPORT 2012 INDICES OF THE COMPANY’S FINANCIAL STABILITY, BUSINESS ACTIVITY AND CREDIT Profitability of sales (index that shows net profit share in volume of sales) was 29.4% in 2012. Profitability of current assets (that shows productivity of circulating assets, as well as the profit earned by the unit of circulating capital of the Company) has grown from 27.2% up to 32.4%. It positively characterizes financial activity of the Company. Return on equity that is determining productivity of investments into the Company has increased up to 33.9% in the accounting period. Return on equity of Motor Sich JSC is at rather high level. It testifies to its efficient activity. Financial and Economic Activity 47 Investment Activity of the Company MOTOR SICH Capital Investments n The Company’s Investments into Legal Entities n Attraction of Budgetary Funds and Investments for Financing the Development and Preproduction of New Kinds of Products in 2012. n MOTOR SICH CAPITAL INVESTMENTS n In 2012, the Company performed works on reconstruction and technical reequipment of the operating production facilities, construction of social facilities, capital and light repair of buildings and structures. 764.4 mln. UAH of the Company’s own funds were allocated for these purposes. Thereof, 427.7 mln. UAH were spent for procurement of equipment for main production facilities. Dynamics of equipment procurement for main production facilities in 2008 – 2012. 427,7 400 330,0 32 240 80 129,7 56,5 2008 2009 2010 2011 n Reconstruction of gatehouse with addition of the second floor over the entrance hall (Structure No. 7а); n Construction of swimming pool at Health Resort “Priboy”. There was performed planned scope of capital construction of social facilities. All recreation centers, preventoriums and children's health camps were timely prepared for summer recreational season. THE COMPANY’S INVESTMENTS INTO LEGAL ENTITIES As of 01.01.2013, there are 37 companies, more than 10% shares of which belong to Motor Sich JSC. 308,9 160 Completed construction of Technical Museum; 2012 The Emitter owns the shares (equities) of the companies located in Ukraine, Russia, Republic of Belarus. Investments into aviation industry are priority ones for strategic development of the Emitter and further investments. The following investments were made in 2012: 193 pieces of equipment were distributed among workshops during the year: n High-vacuum furnaces; n CNC turning machines; n CNC turning semiautomatic machines; n Milling machines; Electrical discharge machines and other process equipment. n The following works were carried out: Construction of foundations for installation of new high-technology machining centers; n Reinforcement of foundation of buiding No.18 by installation of piles and anterides; n Reconstruction of test benches for AI-222-25, AI222K-25, AI-25, AI-25TL, MS-500UBE, AI-450MS engines; n 50 n founded “HELICOPTERS - MOTOR SICH” Ltd. purchased controlling share of “Orsha Aircraft Repair Plant” JSC. n ANNUAL REPORT ATTRACTION OF BUDGETARY FUNDS AND INVESTMENTS FOR FINANCING, DEVELOPMENT AND PREPRODUCTION OF NEW KINDS OF PRODUCTS IN 2012 Development Works “Development and Introduction of the Latest Design Solutions During Creation of Advanced Light Helicopter with Take-off Weight from 5 to 6 tons” in the budget of 2013. n continued participation in the Project of the European Commission “Efficient Systems and Power Units for Small Aircraft” (ESPOSA Project). The Company has performed all scheduled works. Annual reports under the Project were submitted to Coordinators, and were approved by them. To reduce the Company’s expenses, the Company’s specialists: n have developed “Concept of the State Special Scientific and Technical Programme on the Development of Aviation Industry of Ukraine for the Period Untill 2020” and submitted it to Ministries and Administrations for coordination. n have developed draft Law of Ukraine “About State Support of Aviation Leasing” and submitted it to corresponding Committees of the Supreme Soviet of Ukraine. sent enquiries to the Ministry of Finance of Ukraine about inclusion of funds for implementation of the State Programms on the Development of Aviation Industry of Ukraine, including Research and n 2012 n performed research and development works “Development and mass production of bypass turbofan engine for advanced versions of aircraft” (Stage 1. Code “Е1” for 2012 – “Development of conceptual design of bypass turbofan engine with power from 6500 to 9000 kgf and performance of design, experimental and production research works”) as regards experimental and production research works for development of new production processes and special equipment for mass production of efficient bypass turbofan engine”. Budgetary funds for the performed works should be received in 2013. n performed preliminary design for State Kiev Design Bureau “Luch”. Investment Activity of the Company 51 Securities MOTOR SICH Analysis of Changes in Cost of the Company’s Shares n Quantity and Structure of Shareholders n Information about Depositary of the Company’s Shares n Information about Custodier of the Company’s Shares n MOTOR SICH ANALYSIS OF CHANGES IN COST OF THE COMPANY’S SHARES In 2012, deals with Motor Sich JSC shares were carried out at FSTS Stock Exchange and the Ukrainian Stock Exchange, as well as at off-exchange market. Total amount of deals with the Company shares has made about 2.35 billion UAH in 2012. Year 2012 was one of the most difficult ones for the world and domestic share markets. According to expert analyses, Ukrainian share market has lost more than 35% from the beginning of 2012. There were observed essential fluctuations of share prices of Ukrainian emitters in this period. Securities of Motor Sich JSC did not become an exception. There was registered minimum price of 1750 UAH and maximum price of 2880 UAH per 1 share of Motor Sich JSC. Shares of Motor Sich JSC are among the most liquid securities that are very attractive for investments in Ukraine. They have tangible fundamental growth potential for the near future. Price and the scope of deals with Motor Sich shares at the Ukrainian Stock Exchange, UAH. Period Minimum Maximum At the end of period Average daily scope of deals 1,505 1,609 1,750 8.76 % 3,040 3,867.9 2,880 -25.54 % 2,977.8 2,230 2,210 - 0.9 % 4,332,721 13,936,486.8 2,587,958.8 - 81.4 % 2010 2011 2012 Change Traditionally, in 2012, shares of Motor Sich JSC were leaders of turnover at the Ukrainian stock exchange. The scope of deals has reached 2.3 billion UAH. At the stock market there were concluded deals to the amount of 644 mln. UAH. That is more than 20% of all deals. 54 06.10.2012 06.07.2012 06.04.2012 06.01.2012 06.10.2011 06.07.2011 06.04.2011 06.01.2011 06.10.2010 06.07.2010 06.04.2010 06.01.2010 06.10.2009 06.07.2009 06.04.2009 06.01.2009 06.10.2008 06.07.2008 06.04.2008 06.01.2008 06.10.2007 06.07.2007 06.04.2007 06.01.2007 06.10.2006 06.07.2006 06.04.2006 06.01.2006 Inter-temporal changes of FSTS index and cost of Motor Sich JSC shares 4500 4000 FSTS index 3500 Average price of deals, UAH 3000 2500 2000 1500 1000 500 0 ANNUAL REPORT 2012 Price and scope of deals with Motor Sich shares at FSTS Stock Exchange, UAH. Year Minimum Maximum At the end of period 2006 2007 2008 2009 2010 2011 2012 Change (2012/2011) 275 430 166 280 1,550 1,602.16 1,778.5 11% 475 1,778.36 1,757 1,810 3,070 3,850 2,860 - 25.7 % 415 1,728.8 365 1,644.52 2,967 2,170 2,206.5 1.7 % Average daily scope of deals 246,802 2,516,041 1,982,324 676,047 600,137 471,968.72 39,053.91 - 91.7 % Capitalization (market cost) of Motor Sich JSC as of the end of 2012 has made 5.95 billion UAH. According to forecasts of analysts, Motor Sich shares have significant growth potential in 2013. They are still among the most liquid securities that are attractive for investments in Ukraine. QUANTITY AND STRUCTURE OF SHAREHOLDERS as of 12.02.2013* Owners of shares Legal entities Natural persons Total Q-ty of Shareholders Q-ty of shares, pcs. Share in Statutory Capital,% Nominal value of securities, UAH. 254 7,061 1,642,365 435,625 2,077,990 79 21 100 221,719,275.00 58,809,375.00 280,528,650.00 * Date of the last Summary Register of Shareholders of Motor Sich JSC for distribution of invitations to General Meeting. The state is not a shareholder of Motor Sich JSC. DEPOSITARY OF THE COMPANY’S SHARES “All-Ukrainian depositary of securities” Private JSC performs accounting of Motor Sich shares (Enterprise code: 35917889). Licence for depositary activity as a depositary of securities: series АВ No. 498004 issued by the State Committee of Securities and Share Market, dated 19.11.2009. Location: 7-g Tropinina Street, Kiev, 04107, Ukraine Phone: (044) 585 42 40 (41,42). Site: www.ausd.com.ua CUSTODIER OF THE COMPANY’S SHARES Custodier, MOTOR-DEALER Ltd. (Enterprise code: 24513000), performs accounting of Motor Sich shares of shareholders, for whom the Company has opened securities accounts on the basis of the Register of Shareholders received from the registrar in the course of dematerialization. Licence for depositary activity as a custodier of securities: series АВ No. 456918 issued by the State Committee of Securities and Share Market, dated 18.02.2009. Location: 21 Omelchenko Street, Zaporozhye, 69068, Ukraine Phone: (061) 720 49 85. E-mail: info@motor-diler.com.ua Site: www.motor-diler.com.ua Securities 55 Main Risk Factors MOTOR SICH Industry Risks n Legal Risks n Risks Connected with Production Activity of Emitter n Financial Risks n MOTOR SICH INDUSTRY RISKS Industry risks are connected with small demand for the Company products at the domestic market of Ukraine, competition with foreign manufacturers, orientation of sales to the Russian market, partial consumer loss due to decision of Russian airlines to perform aircraft engine overhaul and maintenance at the Russian aircraft repair plants. For provision of stable work and increase of profits, the Company pursues consistent marketing policy aimed at search of new customers and diversification of sales markets. Motor Sich JSC constantly increases quality and performance characteristics of its products, develops new aircraft engines and their modifications, improves engine in-service support system to hold its positions at the world markets. LEGAL RISKS Legal risks are connected with adoption of normative legal acts that may change legal basis of the Company activity. Motor Sich JSC, as an export-oriented company, deeply feels drawbacks of current legislation, its inconsistencies and susceptibility to changes that hinder effective foreign economic activity. The Company regularly runs into problems during customs clearance of goods (difficult procedure of customs registration, difficulties with timely and complete submission of documents), as well as during obtainment of permits from the State Export Control Authorities. To reduce impact of legal risks, Motor Sich JSC submits proposals regarding introduction of amendments in current normative acts in the sphere of export control and customs clearance of goods, as well as Laws of Ukraine, normative acts of the Cabinet of Ministers and different ministries and administrations that regulate other spheres of the Company activity. 58 RISKS CONNECTED WITH PRODUCTION ACTIVITY OF EMITTER Risks connected with production activity of emitter may include personnel risk (lack and loss of qualified personnel), risk of information leakage, risk of production accident. In order to reduce personnel risk, Motor Sich JSC performs appraisals of engineering and technical personnel, provides professional development of emplyees, training of future workers of the Company at higher education establishments. In order to reduce risk of information leakage, the Company applied information security system, provided measures to reveal its violations, introduced video surveillance system at the Company territory and security system against unauthorized duplication of information. To prevent risk of partial or complete suspension of production, Motor Sich JSC carries out activities on provision of labour safety, improval of labour discipline, performs preventive actions to reveal breakdown equipment and develop labour culture. FINANCIAL RISKS Financial risks play a significant role among the Company risks. Main and most dangerous types of financial risks are as follows: credit risk, liquidity risk, currency risk and inflation risk. Credit risk Credit risk is connected with increase of interest rates on credit, as well as demand of preschedule repayment of principal debt and interest charges. The following factors helped to minimize credit risk: thorough selection of banks based on the image and stability of financial institution; n ANNUAL REPORT analysis of credit terms and conditions that allowed for reduction of interest rates under credit agreements, as well as expenses on credit maintenance; n constant control of the Company’s financial state, its ability and readiness to repay the credit that allowed for reduction of the Company’s overall credit indebtedness. n Inflation risk Inflation risk is characterized by possibility of depreciation of the real cost of capital (in form of financial assets of the Company), as well as the expected profits and income of the Company from financial transactions in conditions of inflation. The source of this risk is an external environment in relation to the Company, id est risk that does not depend on its activity. The following methods were used to minimize negative influence of inflation risk upon activity of Motor Sich JSC: timely control of profitability level included in the cost of products; n gaining real income from financial deals and maintenance of credit portfolio in stable convertible currencies, such as USA dollar and Euro. n 2012 Besides, basic part of credit resources for the purchase of new imported equipment is in foreign currency for minimization of currency risk. Liquidity risk Liquidity risk is a probability of losses caused by impossibility to purchase or sell assets in the required amount within a short period of time due to worsening of market conditions, probability of deficit of financial resources or other highly liquid assets for fulfilment of contractual liabilities. Management and minimization of liquidity risk is performed by means of complex measures aimed at increase of profits and reduction of expenses. The following measures helped to minimize liquidity risk: n maintenance of sufficient level of financial resources for financing of production, administrative and investment needs, as well as provision of stable fulfilment of financial liabilities; n creation of optimal capital structure; complex program on depreciation of accountable monetary assets; n n planning of the Company budget. Currency risk Currency risks are connected with adverse changing of currency exchange rate. Foreign economic activity is especially subjected to such risks. Selection of the most reliable currencies with relatively stable exchange rates as the contract currency is a widespread practice in international trade relations. Motor Sich JSC is able to protect itself from currency risks, as it has a large scope of export and import operations carried out in one currency. Basic currencies of the international contracts of the Company are USA dollars and Russian Federation roubles. Main Risk Factors 59 Personnel and Personnel Policy MOTOR SICH Personnel Structure n Personnel Development n Prospects of Personnel Policy for 2013 n Youth Policy of the Company n Social Sphere n MOTOR SICH PERSONNEL STRUCTURE Labour force at the parent enterprise has increased by 1762 persons as compared to January 1, 2012. Labour force structure has changed due to the increased quantity of additionally recruited direct workers. Production and industrial personnel structure is as follows: 41.0% – direct workers, 19.5% – auxiliary workers, 5.1% – quality control personnel, 32.3% – engineers and technicians and 2.1 % – other categories. Structure of personnel by categories as of January 01, 2013, % 2,1 Age structure of personnel, % 8,7 9,5 10,9 17,9 up to 30 years From 31 to 40 years From 41 to 50 years 33,8 19,2 From 51 to 55 years From 56 to 60 years Over 60 years 41,0 32,3 5,1 19,5 PERSONNEL DEVELOPMENT Direct workers Auxiliary workers Quality control personnel Engineers and technicians Other categories In 2012, the Company has employed 492 young specialists, including 214 young specialists with higher education, 147 graduates of Zaporozhye Aviation College, Electrotechnical College and other colleges, and 131 graduates of technical vocational schools. Educational structure of personnel, % 29,1 29,6 19,2 22,1 Higher education Specialized secondary education Secondary technical education Secondary education There are 32 candidates of science among employees of the Company. 62 339 specialists of the Company were advanced in qualification categories according to the results of extraordinary attestation of engineers and technicians, including 116 young specialists that have worked for less than 3 years. 38 specialists of the Company among the newlyappointed department managers and deputy managers were trained at administrative courses conducted by the Academy of National Economy at the government of Russian Federation in “Modern Methods of Joint-Stock Company Management”. 27 employees of the Company have passed competitive selection and were sent to Kharkov National Aerospace University (KhAI) for eductaion in specialty “Airplanes and Helicopters”. Education will take over 1.5 years on full-time basis. ANNUAL REPORT 2012 Hired/dehired personnel at Motor Sich JSC during 12 months of year 2012: Personnel category Hired persons Dehired persons Balance, persons Direct workers Auxiliary workers Engineers and technicians, nonproductive personnel Non-exempt personnel and other categories 2,790 1,133 1,698 760 +1,092 +373 848 575 +273 200 176 +24 TOTAL 4,971 3,209 +1,762 56 employees of the Company were sent to correspondence department of Zaporozhue National Technical University for education at the expense of state budget. industrial practice of 700 pupils of technical vocational schools of Zaporozhye, 400 college students and 600 students of higher educational institutions of Ukraine. It is carried out regular work with young employees of military age. During military service period, the Company staff maintains correspondence with them, arranges meetings, reserves workplaces for their employment after demobilization. In 2012, 62 demobilized young workers were reemployed by the Company of 86 persons that were called to military service in 2011. In 2013, the Company will make the following investments into educational sphere: n Creation of material and technical basis for training in specialties “Maintenance of aircraft and engines”, “Manufacture of aircraft” in Zaporozhye Aviation College; n Transfer of Mi-2 helicopter, separate assembly units and modules, maintenance manual, operating manual of helicopter and other visual aids to Zaporozhye Aviation College; n Creation of the unified educational centre of workers for machine-building industry of Zaporozhye region on the basis of “Motorostroitel” Technical College, attraction of budgetary funds for equipment of workshops with modern CNC machines, training of teaching staff, development of information infrastructure of the educational establishement; n Probation of teaching staff of educational establishments at the Company departments; n Obligatory coordination of educational programs envisioning particular subjects adapted for current production needs; n Training of 150 unemployed persons as turners at “Motorostroitel” Technical College during 3-month courses; n Training of students of Zaporozhye Aviation College in product quality assurance and control of CNC machines under coordinated programs. One of the basic directions of work with personnel in 2013 is the development of helicopter engineering, namely: 29 workers of the Company have got honorary title “Distinguished engine-builder”. 18 workers have got honorary title “Master with golden hands”. PROSPECTS OF PERSONNEL POLICY FOR 2013 In 2013, personnel policy of Motor Sich JSC will be aimed at development of management system, provision of trained workers and specialists for implementation of plan for 2013, increased motivation of workers for more efficient labour. The Company personnel policy is based on the principle of continuity of generations. This principle can be provided only by means of predicted sources of qualified personnel such as technical vocational schools and higher educational institutions. Motor Sich JSC is the basis for all kinds of practice in workshops, process and design departments for preparation of student's essays and graduation papers. In 2013, it is planned to provide working places for Personnel and Personnel Policy 63 MOTOR SICH annual retraining and professional development of 30 workers is specialty “Airplanes and helicopters” at Kharkov National Aerospace University (KhAI); n training of 5 helicopter pilots at Krivoi Rog flying colledge in specialty “Flight operation of aircraft” at the Company expense with provision of obligatory flying practice; n continuous training of graduates of Zaporozhye Aviation College, Zaporozhye Electrotechnical Colledge at Kharkov National Aerospace University (KhAI) in specialties “Airplanes and helicopters”, “Metrology and information-measuring technologies”, “Production of aircraft engines and power units”; n internship of specialists related with production of helicopters at leading aviation enterprises of Ukraine. n For improvement of professional skills of department managers and deputy managers that were appointed in 2011-2012, it is planned to train them in “Modern Methods of Joint-Stock Company Management” at Moscow Academy of National Economy. It was decided to certify the Company’s International Technical Center according to Aviation Rules EASA Part-147 in order to expand the sphere of services in retraining of the customers’ specialists. Taking into account complete technical reequipment of the Company, constant updating of machines, introduction of advanced technologies and processing methods, personnel policy will be aimed at continuous improvement of professional skills of machine-operators, programmers, technicians and their training in Fanuc, Sinumerik (Siemens), West Labs CNC systems at workshops, as well as at the leading European companies-producers of advanced CNC machines. Motor Sich JSC actively and fruitfully cooperates with the State Employment Center regarding training, retraining and probation of unemployed persons. In 2013, it is planned to arrange training and probation of 50 unemployed persons in demanded professions on the contractual basis. Special attention is paid to employment of unemployed persons under grants of the Employment 64 Center. 165 persons were employed in 2012. Savings of salary fund made up 1 mln. 672 thous. 242 UAH. Total, 332 persons were employed. It is planned to employ 180 unemployed persons in 2013. YOUTH POLICY In 2012, Motor Sich JSC carried out the following activities under the Company’s Youth policy: the V Youth Conference “Youth in aviation: new decisions and advanced technologies”; n n professional skill competition in 10 specialties; n competition of wall newspapers “Corporate culture of departments”; familiarization excursions and sports competitions for new young employees of the Company; n n military-and-sports competition for persons of military age; participation in regional military-and-sports competition “Recruit -2012”. n commendation of young workers and specialists of the Company with presentation of Certificates: l “The best young worker” - 30 persons; l “The best young foreman” - 20 persons; l “The best young specialist” - 25 persons. n SOCIAL SPHERE The Company’s social sphere includes practically all types of social benefits: health care, education, recreation, sports, housing. Social facilities are financed from the Company’s assets. The Company spent 31.9 mln. UAH for capital investments in the objects of social sphere in 2012. The Company is proud of the best local children’s health and sport camps fully equipped for physical, psychical and social development of the younger generation. Children are provided with opportunities for individual improvement, development of artistic skills and activation of their natural potential. 1535 children of the ANNUAL REPORT Company’s employees recreated at the camps. Vacation hotel “Horizont” in the Crimea, Health Centers “Motor” and “Priboy” at the Azov sea are equipped with comfortable dormitory blocks, spacious halls, cosy rooms (suites and semi-suites), canteens with three daily meals, bars, saunas, billiard-rooms, cinema halls, libraries, sports grounds and children’s playgrounds. Motor Sich JSC continues to build new objects of social sphere. In October 2012, there was opened Technical Museum in Zaporozhye. It is a unique museum for the city and for Ukraine. There was put into operation sports-and-recreational base “Rovesnik” and opened Fame hall in Volochysk (Khmelnitsky region). Sanatorium-preventorium in Volnoandreyevka village at the bank of the Dnieper river and sanatorium “Raduga” located in the town of Volochysk (Khmelnitsky region) provide different medical and preventive services for the resting people: baths, 2012 inhalations, ozokerite therapy, massage, remedial gymnastics, physical and therapeutic procedures. Tourist camp “Meridian” is the most affordable recreation site for the Company’s youth for many years. It is situated in one of the most picturesque places, Sedlasty island, not far from Kakhovka artificial lake. Holiday-makers are provided with more than 100 cottages, sports ground, tennis tables, billiard-room, rental boats and fascinating youth leasure programs. 19352 persons, including 13057 employees of the Company and their children, recreated at health centers in 2012. There were popular collective arrivals, mother and child arrivals, arrivals of veterans of the Great Patriotic War and veterans of labour. 1654 persons live at the Company’s dormitories. 519 children study at the Center of preschool education. Collectives of Cultural Center named after T.G. Shevchenko and “Motor Sich” sports complex are well-known outside Zaporozhye and Ukraine. Personnel and Personnel Policy 65 Financial Statements MOTOR SICH Consolidated Balance Sheet n Consolidated Statement of Financial Performance n Consolidated Statement of Changes in Owner's Equity n Consolidation Principles n Main Aspects of Accounting Policy Notes to Financial Statements n n MOTOR SICH FINANCIAL STATEMENTS Consolidated financial statements about the results of the enterprise activities in 2012 were prepared based on the International Financial Reporting Standards (IFRS), the International Accounting Standards (IAS) and their interpretation developed by the International Financial Reporting Interpretations Committee (IFRIC) in edition published at the site of the Ministry of Finance of Ukraine as of 31.12.2012. Financial statements are drawn up on the basis of accounting records which were kept according to laws 68 of Ukraine by means of conversion and introduction of corrections, as well as reclassification of items for authentic representation of information according to the International Financial Reporting Standards. As the enterprise applies IFRS for the first time, components of consolidated financial statements do not contain comparative information for the previous year, except for financial performance characteristics (balance sheet) as of 31.12.2012. Thus, these consolidated financial statements may not be considered a complete set of consolidated financial statements according to the International Financial Reporting Standards. ANNUAL REPORT 2012 CONSOLIDATED BALANCE SHEET (FINANCIAL PERFORMANCE CHARACTERISTICS) thous. UAH 31.12.2011 31.12.2012 Assets Intangible assets by residual value Fixed assets by residual value Long-term financial investments Fair value of investment property Long-term debit indebtedness Other capital assets Production stock Commercial debt and other debit indebtedness Monetary resources and their equivalents Current financial investments Other current assets Capital assets and disposal groups 441 3,551,064 296,657 29,600 8,246 3,372,050 1,675,739 371,430 79,657 46,005 26,936 312 4,114,260 299,551 32,368 15,403 166 4,424,839 1,645,286 218,230 657,840 69,298 1,223 Total assets 9,457,825 11,478,776 Cover of deferred charges and payments Long-term liabilities Short-term bank credits Current debt against long-term liabilities Commercial debt and other credit indebtedness Deferred incomes 877,914 297,815 300,327 29,463 2,116,081 214 1,070,124 180,000 451,769 30,266 2,099,449 457 Total liabilities 3,621,814 3,832,065 Registered capital 280,529 280,529 Additionally invested capital 172,731 408,078 45,496 44 ,144 Liabilities Other additional capital Reserve capital 70,763 73,934 5,267,008 6,833,325 32,151 27,273 1,440 1,742 5,805,816 7,614,479 Minority share 30,195 32,232 Total liabilities 9,457,825 11,478,776 Retained profits Withdrawn capital Accumulated exchange differences Total owner’s equity Financial Statements 69 MOTOR SICH CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE (thous. UAH) 2012 год Incomes Net incomes (receipts) from sale of products (goods, works, services) Other operating incomes Shareholding incomes Financial incomes Other incomes Total incomes 7,928,376 5,292,407 24,367 22,049 27,509 13,294,708 Expenses Cost of sold products (goods, works, services) Administrative expenses Sales expenses Other operating expenses Financial expenses Shareholding losses Other expenses Profit tax Total expenses 11,686,181 Minority share 10,942 Net profit Net profit per one ordinary share (UAH per share) 70 4,650,385 566,479 399,498 5,321,059 49,743 7,392 46,632 644,993 1,619,469 792.87 2012 ANNUAL REPORT CONSOLIDATED STATEMENT OF CHANGES IN OWNER’S EQUITY (thous. UAH) Item Additionally Other Statutory invested additional fund capital capital Reserve capital Balance as at the beginning of year 280,529 70,763 172,731 45,496 Adjustment: - correction of mistakes Retained profits Withdrawn capital 5,259,767 -32,151 Accumulated exchange differences Total 1,440 5,798,575 7,241 Adjusted balance as at the beginning 280,529 of year 172,731 45,496 70,763 Net profit for the accounting period 7,241 5,267,008 -32,151 1,440 5,805,816 1,619,469 1,619,469 -49,981 -49,981 Distribution of profit: Payments of dividends Deductions for reserve capital 3,171 -3,171 Withdrawal of capital: Resale of bought out shares 235,347 Other changes -1,352 Total changes in capital Balance as at the end of year 4,878 280,529 235,347 -1,352 3,171 1,566,317 4,878 408,078 44,144 73,934 6,833,325 -27,273 240,225 302 -1,050 302 1,808,663 1,742 7,614,479 Financial Statements 71 MOTOR SICH Consolidation principles. A subsidiary is an undertaking more than 50% of which voting rights (shares) belong directly or indirectly to the Group, or the Group has other oppportunity to control its financial or operating policy, and obtain economic benefits from that. Subsidiaries are consolidated from the date when the Group gets actual control over them (date of purchase). Consolidation terminates after the loss of control over these undertakings. Excess of acquisition cost over fair cost of the Group’s share in the acquired identified net assets is represented as goodwill. If acquisition cost is less than fair cost of net assets of the acquired subsidiary, then corresponding difference is represented directly in the comprehensive income statement. Balance of the debt which has originated as a result of intragroup transactions is excluded in the course of consolidation. Incomes and expenses of intragroup transactions, as well as unrealized profits and unrealized losses, which can be reimbursed, will be excluded during preparation of consolidated financial statements for 2013. Comparative information for 2012 will be adjusted as well. Essential items of financial statements of the subsidiaries which, during preparation of financial statements for 2012, applied accounting policy different from accounting policy of the Group, were adjusted according to accounting policy of the Group. Minority share of subsidiaries in net assets of these enterprises shall be represented as a separate component of the Group’s equity. Translation of foreign currency. Items represented in financial statements of separate enterprises of the Group are evaluated in corresponding functional currency by each enterprise of the Group. Amounts represented in consolidated financial statements are evaluated in national currency of Ukraine, hryvnya, which is a functional currency and representing currency for the Group. Foreign currency transactions are represented by exchange rate of the National Bank of Ukraine (NBU), established at the date of the transaction. Exchange differences arising as a result of foreign currency transaction shall be included in consolidated statement of comprehensive income based on the exchange rate effective at the date of the transaction. Monetary assets and foreign currency liabilities shall be translated in hryvnyas by official rate of the NBU as at the accounting date. Profits or losses arising as a result of translation of assets and liabilities shall be represented in consolidated statement of comprehensive income. Main aspects of accounting policy of Motor Sich JSC The present accounting policy (further referred to as “accounting policy”) describes accounting basis, standards, rules and procedures applied during accounting and financial reporting by all structural units of Motor Sich JSC, as well as its affiliated companies. Accounting policy determines principles of admission and assessment of accounting entities, definition and description of separate items of financial statements of the enterprise, as well as consolidated financial statements of the group of affiliated companies (further referred to as “Group”). Management of the Group determines and adopts the policy so that financial statements represented information: - relevant for decision-making by customers; - fairly representing financial position and performance of the Group (or the enterprise); - reflecting economic sense of events and transactions, and not just their legal form. 72 ANNUAL REPORT 2012 The purpose of financial statements is to provide such information on the Group and the enterprise financial position, performance and cash flows that would be useful for making economic decisions by customers. Application field of accounting policy: The accounting policy is developed for accounting and reporting according to the National Accounting Standards (Regulations), the International Accounting Standards/International Financial Reporting Standards, as well as for tax reporting based on accounting data. Accounting is performed based on the unified chart of accounts approved by Chief Accountant according to Order of the Ministry of Finance of Ukraine No. 291, dated 30.11.1999. Financial reporting under IFRS is drawn up based on information about assets, liabilities, equity, accounting transactions and statements of the enterprise performance according to accounting data by conversion of items according to the International Financial Reporting Standards. The enterprise uses accounting data for accounting according to tax laws of Ukraine. The present accounting policy is obligatory for application by all persons involved in formation of the enterprise assets and liabilities, performance of transactions influencing the enterprise financial state. Учетные аспекты: The first financial statement of the enterprise based on the International Financial Reporting Standards is drawn up for 2013. Representation and disclosure of information complies with IAS1. Comparative information is represented concerning one previous period – 2012. Notes describe basic corrections of items and their evaluation required for conformity with the International Financial Reporting Standards. Financial reporting elements recognition criteria: Assets is a resource controlled by the enterprise as a result of past events and from which future economic benefits are expected by the enterprise. Liability is an obligation of the enterprise arising from past events, the settlement of which is expected to result in an outflow from the enterprise resources embodying economic benefits. Equity is the residual interest in the enterprise assets after deducting all its liabilities. Income is an increase in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in increases in equity, other than those relating to contributions from equity participants. Expenses are decreases in economic benefits during the accounting period in the form of outflows or depletions of assets or incurrences of liabilities that result in decreases in equity, other than those relating to distributions to equity participants (shareholders). The elements of financial statements are subject to recognition if they meet the above-mentioned definitions, if it is probable that any future economic benefit associated with them will flow to or from the enterprise; and if the item's cost or value can be measured with reliability. Financial Statements 73 MOTOR SICH Notes to Financial Statements CAPITAL ASSETS Fixed assets Cost value of fixed assets is subject to recognition as asset only if: n there is a probability that the enterprise will obtain future economic benefit related to the item; n the item's cost value can be measured with reliability. The item of fixed assets which can be recognised as asset is subject to evaluation according to the cost value. All items of fixed assets, which are acquired, obtained or produced by own means, but are not put into operation, are reflected in the accounts of capital construction and fixed assets acquisition (manufacturing). After actual putting into operation, items or their components which are parts of the starting complex are transferred to the corresponding fixed assets accounts. Before putting into operation, items (components) are recognised as qualifying assets provided that the period of their creation exceeds 365 days. In that case, the fixed assets cost value includes financial expenses connected with creation of such qualifying assets according to the National Accounting Standards (Regulations)/the International Financial Reporting Standards. Items of fixed assets which were acquired (built) for the purpose of sale are classified as the goods for resale and are accounted as per section “Inventories” of the Accounting Policy. Subsequent expenses which are referring to the item of fixed assets that is recognised already, increase its balance cost if it is supposed acquisition of the future economic benefits exceeding originally calculated standard parametres of the existing item of fixed assets. Amortisation of fixed assets Amortisation of fixed assets is calculated by straight-line method according to the useful life determined by technicians of the enterprise. Liquidation value of fixed assets is equal to zero for calculation of amortisation. Depreciation of the acquired asset is started from the next month after putting the asset into operation. The land is not depreciated. The capital assets of little value which are used for the needs of items of social sphere are depreciated 100 % at the moment of their putting into operation. The capital assets of little value which are used for the needs of primary production are depreciated by production method. The other capital assets of little value are depreciated 50 % when they are put into operation and 50 % when they are written-off from balance. The enterprise stops recognition of the balance value of fixed assets: n after retirement of the asset; n when no future economic benefits are expected from its operation or retirement. 74 ANNUAL REPORT 2012 STRUCTURE AND FLOW OF FIXED ASSETS (thous. UAH) Buildings, structures, transmitting equipment Machinery and equipment Transport vehicles Other fixed assets Total 1,881,778 1,531,619 177,458 874,949 4,465,804 Received per year 263,905 502,769 52,158 189,481 1,008,313 Increases in value 3,704 2,107 83 101 5,995 75,611 19,377 463 20,647 116,098 2,073,776 2,017,118 229,236 1,043,884 5,364,014 Balance as of 31.12.11 110,238 325,494 70,468 408,540 914,740 Accrued per year 86,221 188,269 16,762 92,266 383,518 Increases in value 32 782 20 15 849 Retired per year 12,245 16,719 346 20,043 49,353 Balance as of 31.12.12 184,246 497,826 86,904 480,778 1,249,754 Net book value as of 31.12.11 1,771,540 1,206,125 106,990 466,409 3,551,064 Net book value as of 31.12.12 1,889,530 1,519,292 142,332 563,106 4,114,260 Item Cost Balance as of 31.12.11 Retired per year Balance as of 31.12.12 Depreciation As of December 31, 2012: n amount of fixed assets with respect to which exist limitations stipulated by effective legislation regarding the right of ownership is 88,127 thous. UAH; n cost of fixed assets issued as mortgage is 896,163 thous. UAH; n residual cost of fixed assets which are temporarily not in use is 94,380 thous. UAH; n historical (revaluated) cost of fully depreciated fixed assets is 166,010 thous. UAH; n cost of vendible fixed assets is 75,116 thous. UAH; n cost of fixed assets received under operational lease conditions is 161,567 thous. UAH; n depreciation of fixed assets with respect to which exist limitations regarding the right of ownership is 285,028 thous. UAH. Financial Statements 75 MOTOR SICH INTANGIBLE ASSETS The following groups of intangible assets are specified for financial reporting: n Rights; n Trademarks; n Production licences; n Software and software licences; n Other intangible assets. Item can be recognised as an intangible asset, if such item meets: definition of intangible asset; n the following recognition criteria: - there is a probability that the enterprise will obtain the future economic benefits related to the asset; - the asset’s cost value can be measured with reliability. n An intangible asset should be evaluated initially at the cost value of acquisition. All intangible assets that are acquired, obtained or created, but are not put into operation, shall be reflected at the account of capital investments into acquisition (creation) of intangible assets. After the beginning of their actual use, intangible assets are reflected at the account of intangible assets. The cost of intangible assets created by the enterprise includes all expenses for creation, production and preparation of an asset for usage for its intended purpose. Amortisation of intangible assets is calculated by straight-line method during their useful life. Liquidation value of the intangible assets with restricted useful life is assumed as equal to zero. INVESTMENTS The Group possesses corporate rights in other enterprises. For the purpose of financial reporting, investment are classified as follows: n trade investments; n investments withheld until settlement; n investments in associated companies; n investments in subsidiary companies. Trade investments are accounted by fair value with reference of its changes to profit or loss of the corresponding reporting period. Investments withheld until settlement and investments with fixed settlement term are accounted by depreciated cost value. Investments which do not have fixed settlement term are accounted by their cost value. Investments in associated companies (the investor has significant influence, but does not control from 20 to 50 % of shares) are accounted by equity method. Results, assets and obligations of associated companies are included in financial statements according to individual share. Balance value of such investments is decreased when it is recognised reduction of benefit during evaluation of separate investments. Investments into subsidiary companies (the investor controls more than 50 % of shares) are completely consolidated. 76 ANNUAL REPORT 2012 FINANCIAL INVESTMENTS (thous. UAH) Item Per year At the end of year long-term short-term Financial investments by method of shareholding in: Associated enterprises 23,940 286,092 Other financial investments in: shares and interests in statutory capital of other enterprises shares 676 631,029 bonds 873 651,276 11,910 5,954 other financial investments Total 610 654,969 299,551 657,840 INVENTORIES Inventories are classified by the following groups: n Basic raw materials, materials, fuel and power stocks; n Auxiliary raw materials, materials and other stocks; n Work in progress; n Spare parts; n Construction materials; n Finished products, semifinished products and the goods for resale. Recognition of inventories Inventories are reconized by the enterprise if they belong to it and: - there is a high probability to obtain the future economic profit from their usage; - their cost can be evaluated with reliability. n Transfer of risks and profits connected with possession of inventories is the basis for inventory items inclusion (writing-off) in/from inventories. The cost value of inventories includes all expenses for acquisition, processing and other expenses incurred to deliver inventories to their current location and state. Method of inventories evaluation during retirement. The enterprise uses the following evaluation methods during retirement of inventories: n Method of weighted average cost; n Method of identified cost. At use of the weighted average method, the cost of each item is determined as the weighted average of the cost of similar interchangeable items at the beginning of the period and the cost of similar items purchased or produced during the period. Method of identified cost provides writing inventories down at the real cost of each unit determined according to the item of Accounting Policy. This method is used for evaluation of the retirement of inventories in case of transactions with accessories, assembly units and parts with nameplate data. Financial Statements 77 MOTOR SICH BALANCE VALUE OF INVENTORIES (thous. UAH) Item Production stocks Balance value as of 31.12.2011 Balance value as of 31.12.2012 974,952 1,394,635 338 319 Work in progress 2,165,730 3,020,259 Finished products 221,968 185,632 5,291 6,882 3,368,279 4,607,727 Animals raising and fattening Goods Total As of December 31, 2012, balance value of inventories is as follows: n delivered for processing – 106 564 thous. UAH; n registered as mortgage – 256 059 thous. UAH; n presented as commission – 107 thous. UAH. DEBIT INDEBTEDNESS. Debit indebtedness are the contractual demands shown to buyers and other persons on reception of money resources, the goods or services. For the purpose of financial reporting, debit indebtedness is classified as current (obtainment is expected within current year or operational cycle) or as long-term (debit indebtedness which cannot be classified as current one). Debit indebtedness is classified as commercial debit indebtedness (originating for the goods and services sold during usual economic activities) and uncommercial (other) debit indebtedness. Initial recognition of debit indebtedness is performed at fair value of the transferred assets. Short-term debit indebtedness is evaluated and reflected at net realisable value in financial reporting. The enterprise accumulates doubtful debts for reflection of doubtful debit indebtedness. Reserve of doubtful debts is accrued based on financial solvency of separate debtors. Debit indebtedness is referred to the doubtful debt according to the following criteria: n limitation period of indebtedness expires earlier, than in 12 months from accounting date; n the debtor is absent at the address specified in documents; n the debtor is declared a bankrupt. 78 ANNUAL REPORT 2012 STRUCTURE OF COMMERCIAL AND OTHER DEBIT INDEBTEDNESS (thous. UAH) Item As of 31.12.2011 As of 31.12.2012 Debit indebtedness for products, works and services: net realisable value 412,875 427,563 - of budgetary payments 353,908 315,897 - of advances granted 720,169 705,659 188,787 196,167 13,246 15,403 1,688,985 1,660,689 Debit indebtedness under settlement: Other current debit indebtedness Long-term debit indebtedness Total MONETARY ASSETS AND THEIR EQUIVALENTS Monetary assets of the Group include cash in banks, cash on hand, monetary instruments and equivalents of monetary assets which are not restricted in use. At the initial recognition, foreign currency transactions are reflected by translation of the amount in foreign currency into the balance-sheet currency at the rate of the National Bank of Ukraine as at the date of transaction. The amounts of paid and received advance payments in the foreign currency are translated into the reporting currency with the use of the currency rate as at the date of payment or receipt of advance payment. Exchange rate differences as per the foreign currency monetary items are determined as at the Balance Sheet date. Exchange rate differences from translation of the Balance Sheet items denominated in the foreign currency are reflected in other operating income and expenses. Financial Statements 79 MOTOR SICH MONETARY ASSETS (thous. UAH) Item Cash account Current accounts in banks Other accounts in banks (letters of credit, cheque-books) As of 31.12.2011 349 204 201,480 183,215 48,401 25,296 Monetary assets in transit Equivalents of monetary assets Total As of 31.12.2012 97 97,646 9,418 347,876 218,230 LEASE Lease is classified as a finance lease if it transfers substantially all the risks and rewards incident to ownership, and meets one of recognition criteria stipulated by IAS 17 "Lease". All other leases are classified as operating leases. Assets held for financial lease are recognized as the enterprise assets at the fair value or the discounted cost of the minimum lease payments at the date of receipt. Corresponding indebtedness should be included in the Balance Sheet as obligations on financial lease with separation into long-term and short-term indebtedness. 80 ANNUAL REPORT 2012 PROVISION OF FUTURE EXPENSES AND PAYMENTS Provisions are recognised, if the enterprise has legal or actual liabilities as a result of certain event in the past, for settlement of which, with the greater degree of probability, outflow of resources will be required, and which can be estimated with sufficient reliability. PROVISION OF FUTURE EXPENSES AND PAYMENTS (thous. UAH) Item As of 31.12.2011 As of 31.12.2012 Provision of vacation allowances 8,409 9,803 Provision of future payments for additional pension coverage 264,138 286,177 75,634 70,361 Target financing 529,733 703,783 Total 877,914 1,070,124 Provision of future payments for implementation of guarantees The Group recognises provision of vacation allowances as a reserve that is formed monthly based on the salary fund and estimated rating. Rating is calculated based on data of previous reporting periods taking into account adjustment for reporting period data. Provision of future payments for implementation of guarantees is also calculated based on data of previous reporting periods. The Group participates in the state pension plan with determined payments that provides for early retirement of employees working in harmful and dangerous labour conditions. Obligation reflected in consolidated financial statements as regard to the pension plan with determined payments shall be determined based on actuary’s report. “Target financing” item contains funds in the amount of 682,411 thous. UAH that were released as a result of income tax allowance for aircraft-building enterprises, got out of basic activity, as well as out of the enterprise research and development works used for the needs of aircraft-building industry. Financial Statements 81 MOTOR SICH USAGE OF STATE SUBSIDIES (thous. UAH) Item Year 2011 Repayment of bank credits received for purchase of equipment for technical reequipment of production facilities and modernisation of the enterprise. Year 2012 27,613 28,444 Payment of interest on credits received for purchase of fixed assets. 1,894 4,086 Payment of expenses for research and development works. 6,092 35,608 Payment of expenses connected with increase of production output. 140,099 480,897 Payment for equipment and works connected with technical reequipment and modernisation of production facilities. 115,114 265,405 Total 290,812 814,440 EMPLOYEE BENEFITS All employee benefits are accounted as current ones according to IAS 19. The Group shall pay obligatory payments to the State Pension Fund and the Social Insurance Fund for its employees in the amount stipulated by Laws. Contribution is calculated as percentage of the current gross amount of salaries, and is included in expenses during recognition of corresponding liabilities for payment of the contribution. 82 ANNUAL REPORT 2012 PROFIT TAX EXPENSES Profit tax expenses are measured and accounted in financial statements of the enterprise according to IAS 12. Profit tax expenses reflected in the Statement of financial performance consist of the amounts of current profit tax and deferred profit tax. Current profit tax is determined based on taxable profit for the reporting period calculated as per the tax laws of Ukraine. Deferred tax is recognised in the amount expected to be paid or recovered due to the difference between the Balance Sheet assets and liabilities that are specified in financial statements, and corresponding tax bases of assets and liabilities. Deferred ptofit taxes are calculated based on temporary differences with application of the balance sheet liability method. Deferred tax assets and liabilities are calculated based on tax rates expected to be applicable in the period when assets are sold or recovered based on the tax rates acting at the reporting date, or about introduction of which in the nearest future it was known reliably at the reporting date. PROFIT TAX (thous. UAH) Item Current profit tax Amount 735,916 Deferred tax liabilities As at the beginning of reporting year 199,186 As at the end of reporting year 108,263 Included in Statement of Financial Performance - Total Including: 644,993 current profit tax 735,916 reduction of deferred tax liabilities -90,923 Financial Statements 83 MOTOR SICH RECOGNITION OF LOANS AND OBTAINED CREDITS All long-term and short-term loans are recognised in the reporting period in which they were obtained. Expenses on loans are recognised by accrual method – i.e. in the period in which they arised based on contract conditions. Expenses on loans which are directly connected with acquisition, construction or production of qualifying assets are capitalised as a part of such assets if the assets recognition criteria are met. Other expenses on loans are recognised as expenses of the period in which they arised. LIABILITIES Liabilities are accounted and recognised by the enterprise according to IAS 37. Liabilities of the Group are classified as long-term ones (term of repayment is over 12 months) and current ones (term of repayment is up to 12 months). Long-term liabilities (except for deferred income taxes) are accounted depending on their type or either at amortised cost or discounted cost. Current credit indebtedness is accounted and reflected in the Balance Sheet at initial cost which is equal to fair value of obtained assets or services. LONG-TERM LIABILITIES (thous. UAH) Long-Term Liabilities As of 31.12.2011 As of 31.12.2012 Long-term bank loans 72,721 44,596 Deferred tax liabilities 199,186 108,263 25,908 27,141 297,815 180,000 Other long-term liabilities Total The Group transfers part of long-term liabilities into short-term liabilities, when it remains less than 365 days as of the Balance Sheet date until the return of debt portion under conditions of contract. 84 ANNUAL REPORT 2012 COMMERCIAL AND OTHER CREDIT INDEBTEDNESS (thous. UAH) Item Issued bills As of 31.12.2011 As of 31.12.2012 3,829 4,829 125,999 196,330 1,841,895 1,670,594 - of budgetary payments 25,589 11,178 - of insurance 26,846 32,731 - of salary 45,942 56,329 - with participants 10,044 34,465 Other current liabilities 35,937 92,993 2,116,081 2,099,449 Credit indebtedness for goods, works and services Current obligations under settlement: - of advances received Total: OWNER'S EQUITY Statutory capital includes cost of property which was obtained by the enterprise as a result of privatisation. By the end of 2012, the registered statutory capital of Motor Sich JSC is 280,528,650 thous. UAH. It consists of 2 077 990 ordinary registered shares with nominal value of 135 UAH. Motor Sich JSC accrues dividends on shares and recognises them as liabilities at the reporting date only if they are declared before and including the reporting date. Accumulated profit is distributed according to procedure established by the Meeting of Shareholders. Financial Statements 85 MOTOR SICH RECOGNITION OF INCOME AND EXPENSES Income of the enterprise is recognised on the accrual basis when it is probable that economic benefits will increase as a result of transaction, and when the revenue can be measured reliably. Income arising from the sale of goods is recognised when the seller has actually transferred to the buyer significant risks, benefits and control over assets (the goods are shipped and ownership is transferred), and when all recognition criteria of the income have been satisfied according to IAS 18. When the enterprise renders services and performs works under the contract during agreed time, revenue is recognised in the accounting period in which the services are rendered, and is calculated based on total value of the contract or the completed stage. Acceptance Report signed by the both Parties is a documentary evidence that the customer has accepted results of performed works and rendered services. Interest income is recognised in the period which it refers to on the accrual basis. Dividend income is recognised when the shareholder's right to receive payment is established. SALE INCOME (thous. UAH) Item Year 2012 Net income from selling products (goods, works, services) - from production and repairing of aircraft engines - from production and repairing of ground equipment - from production of consumer goods 6,437,445 435,714 98,285 - other goods, works, services 956,932 Total sale income 7,928,376 COST OF SALES (thous. UAH) Item Material costs 2,110,342 Personnel expenses 1,315,594 Depreciation of fixed assets 291,114 Other 933,332 Total cost of sales 86 Year 2012 4,650,382 ANNUAL REPORT 2012 ADMINISTRATION EXPENSES (thous. UAH) Item Personnel expenses: Year 2012 210,526 - including salary, social costs 181,192 - business travel expenses 15,547 Maintenance cost of fixed assets 46,569 Depreciation of fixed assets 21,558 Labour safety expenses 3,723 Training expenses 15,262 Fire-fighting and security expenses 22,595 Typographic and postal-telegraph expenses 4,925 Other 241,321 Total administration expenses 566,479 SELLING EXPENSES (thous. UAH) Item Transportation, insurance expenses Personnel expenses: Year 2012 82,316 9,678 - including salary, social costs 4,959 - business travel expenses 4,719 Warranty service and repair 60,663 Marketing and advertising 46,137 Other 200,704 Total selling expenses 399,498 Financial Statements 87 MOTOR SICH OTHER INCOME AND EXPENSES (thous. UAH) Item Income Expenses 4,335,795 4,300,293 Other operating income and expenses Selling of foreign currency Expenses for research and development Operating lease of assets 4,300,293 8,439 331 40,906 27,765 165,856 80,176 531 5,708 Maintenance of housing-and-utilities, social-and-cultural facilities 4,362 4,362 Other operating income and expenses 736,518 715,666 5,292,407 5,321,059 24,367 7,392 Operating difference in rates Selling of other circulating assets Penalties, fines and forfeits Total Incomes from shareholding and investment in: Associated enterprises Other financial income and expenses Dividends 155 Interest on credit 49,743 Other financial income and expenses 21,894 Total 21,894 49,743 Sale of financial investments 7,868 11,309 Non-operating difference in rates 9,848 12,176 Other income and expenses Donated assets 33 Debiting of capital assets Other income and expenses Total 1,521 9,760 21,626 27,509 46,632 Structure of income with respect to ordinary types of activity has not changed since the previous reporting period. Income from the ordinary types of activity, the same as in the previous period, for 90% consists of income from production and overhaul of aircraft engines, and ground equipment. Income from selling consumer goods is negligible. The highest figures in items “Other operating income and expenses” belong to the income and expenses related to selling of foreign currency and other negotiable assets, as well as maintenance of social sphere facilities. Absolute values of income/expenses have increased significantly in comparison with the previous year. 88