Annual Report 2006
Transcription
Annual Report 2006
ANNUAL REPORT 2006 THE RUSSIAN SKIES — NEW ROUTES, NEW CHALLENGES, NEW SOLUTIONS AEROFLOT ANNUAL REPORT 2006 Key Figures Contents Key Figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 CEO’s Address to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Main Events in 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1. Implementing Company Strategy: Results of the year 2006 and Priority Tasks for 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Strengthening Aeroflot’s position on the domestic air traffic market . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Construction of the Sheremetyevo-3 airport terminal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Implementing the IOSA International Standards for Operational Safety . . . . . . . . . . . . . . . . . . . . . . . . 16 Renewal the fleet with modern aircraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Joining and working with the SkyTeam alliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Increasing the competitiveness of our product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 IT development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Priority tasks for 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 2. Overview of the Air Traffic Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Global air traffic market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Russian airline industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Russian airlines: main events in 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Aeroflot Group’s position on the civil aviation market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 3. Business Results in 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Passenger traffic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Cargo traffic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Safety and security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Route network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Aircraft fleet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Product and brand development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Passenger ticket sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 IT development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Quality management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 SkyTeam alliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Sheremetyevo-3 airport terminal complex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Business of Aeroflot subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 4. Main risks and Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 Risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 Industry risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 Preventative measures for risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 Insurance programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 Financial risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 5. Social Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Development of the corporate philosophy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Professional training and raising the qualifications of employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Labor safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Social responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 Social and charity activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 Environmental protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85 6. Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 Governing bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 Financial and business control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96 Information disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 7. Shareholders and Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 Shareholders capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104 Dividend history . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 Important events since December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 8. Financial Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111 Statement of management’s responsibilities for the preparation and approval of the consolidated financial statements for the year ended december 31, 2006 . . . . . . . . . . . . . 111 Financial results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112 Independent auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120 Consolidated statement of income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122 Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 Consolidated statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126 Notes to the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127 Appendixes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164 Overview of major deals and interested party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164 Glossary of terms and abbreviations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165 Operational statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166 Aeroflot Group representative offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170 Route network of the Aeroflot Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176 General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178 KEY FIGURES* Business Performance Passengers carried Cargo and mail carried Unit 2006 2005 millions 8.7 8.1 thousands 151.8 151.5 Revenue passenger kilometers billions 24.3 22.5 Revenue ton kilometers billions 3.0 2.9 Passenger load factor % 69.7 68.4 Cargo load factor % 57.9 58.1 thousands 302.5 292.8 person 17,503 17,064 units 128 118 Traffic revenue USD millions 2,474.3 2,079.9 Total revenue USD millions 2,982.7 2,526.3 Operating income USD millions 377.0 242.1 Net income USD millions 258.1 189.8 Shareholders’ equity (as of December 31) USD millions 784.6 558.6 Capital expenditures USD millions 534.1 204.1 US cents 24.3 17.9 9.3 8.3 2,418 1,566 Available ton kilometer per employee Personnel in airline sector (average) Number of aircraft in the fleet at the end of the year Financial Statistics Capital Market Figures Earnings per share P/E ratio (as of December 31) Market capitalization (as of December 31) * Consolidated key figures of JSC Aeroflot and its subsidiaries. USD millions AEROFLOT ANNUAL REPORT 2006 CEO’s ADDRESS TO SHAREHOLDERS CEO’s ADDRESS TO SHAREHOLDERS position as the flagship of the Russian air fleet has required painstaking work, effective cooperation between the thousands of people in our company, astute policy management, as well as thorough study and strategic analysis of the market. Today, there is no doubt that we successfully improved and expanded our business in 2006. As a result, Aeroflot has earned the right to be counted among the leading Russian companies demonstrating impressive financial figures. We have considerably strengthened our position on the domestic and international markets, as well as earning a profit of USD 258.1 million. This figure should be especially welcomed by shareholders, who profited from the appreciable increase of the company’s capital. According to the results of last year, the market capitalization of Aeroflot grew by 54%, topping off at USD 2.4 billion. Furthermore, the credit portfolio of the airline is minimal: in other words, Aeroflot can use its own resources to finance its expenditures and endeavors, including the realization of a number of major investment projects. Dear Shareholders, Not all of Aeroflot’s achievements can be expressed in dry accounting figures. Last year was rich with events that are not of immediate importance for the company, but which will play a fundamental role in its development for many years to come. The most noteworthy of these events was Aeroflot’s inclusion in the international airline alliance SkyTeam on April 14, 2006. As one of 10 full members of the alliance, we entered into new and vital strategic level. Our participation in SkyTeam allows Aeroflot’s passengers to fly anywhere in the SkyTeam network of flights between 728 destinations in 149 countries, as well as to use reward points from the bonus programs of other airlines in the alliance. Passengers may also enjoy the SkyTeam’s common airport waiting rooms. Overall, the prospects are endless, and we plan to use the synergy of this global partnership to achieve the goals of our company. I am happy to say that after a period of regression in the global airline industry following September 11, 2001, civil aviation has entered a period of stable development. According to data from the International Air Transport Association (IATA), the airline industry has shown a slow but steady growth in the last year. Another landmark event this year was Aeroflot’s registration as an accredited operator by the IATA Operational Safety Audit (IOSA) Program. This not only confirms the high level of reliability and quality of our services, but also proves that we regularly observe the strict international requirements for operational safety. The economic upswing and revival of business activity in our country have stimulated the growth of the airline industry. In 2006, the volume of passenger traffic in the Russian civil aviation industry grew by 8.3%. In total, the Russian airline companies carried more than 38 million people, while the total passenger turnover grew by 9.5%, reaching 94 billion passenger kilometers. However, our goal to comply with the highest international safety standards is not an end in itself. The civil airline industry is the global industry, and Aeroflot works in a highly competitive environment. We face serious competitors, especially from international companies, who are more actively expanding into the Russian market with each passing year. We fully realize that under such conditions, the struggle to excel cannot be successful without cutting-edge innovation and technological advancement. We have every reason to be proud of the contribution that Aeroflot has made in obtaining these achievements. Last year, the company’s services were used by 7.29 million passengers, while together with its subsidiaries, Aeroflot transported 8.7 million people, or 23% of the total number of passengers who flew on Russian airlines. These figures are clear indicators that our airline remains the undisputable leader in the market, which is further substantiated by the fact that we are the Russian national carrier. However, this status has not been earned simply by grace of the fact that Aeroflot was conceived as the national carrier of the Soviet Union. Rather, the preservation of our One of our continual priorities is to update and reconstruct our aircraft fleet. As one of the youngest in Europe, our fleet stands to become even more modern and functional, especially with the continued use of Airbus A320s. Just this year alone, nine A320s were replenished into Aeroflot’s fleet, while by 2010, the total number of A320s in the fleet should exceed 50. It is important to note that Aeroflot also stringently maintains a flight airworthiness and adheres to the daily allowance of flight hours for a given type of plane. We work to both replace any outdated systems from our services and enable the development of the Russian airline industry. I remind you that our company is the first buyer of the new generation of short-haul Sukhoi SuperJet-100 planes, the first of which should be delivered to us by the end of 2008. AEROFLOT ANNUAL REPORT 2006 CEO’s ADDRESS TO SHAREHOLDERS Aeroflot is also putting high stakes into new information technologies. For example, the company has changed to the Sabre reservation system, which allows for the development of internet sales through online reservation and billing. Passenger self-registration desks have also been placed in airport terminals. However, most importantly, we have begun selling e-tickets. We recognize that there is only one key to our success — professional and intensive work. Aeroflot, from year to year, has confirmed that it is capable of working successfully under any weather conditions. And so it is without a doubt that this tradition will continue throughout 2007. As such, I will continue to rely upon the professionalism and persistent work of our airline, as well as the support of shareholders. Also in 2006, important decisions were made about the development of Aeroflot’s flight network, which stretches across the whole world. However, I would like to stress that above all, we are a Russian airline and our main priority is the domestic aviation market. Aeroflot’s total passenger traffic grew by 9.4% in 2006, while this figure was 16.6% for the domestic market. Furthermore, in 2007, we plan to increase domestic passenger traffic by approximately 20%. Sincerely Yours, Valery Okulov When assessing our progress, we focus not just on the financial figures, but also on the development of our corporate philosophy. We believe that Aeroflot, as the future leader of Russian airlines, holds a certain responsibility for the Russian people, and that it is obliged to promote in every way possible the integration of the country’s transport, as well as its general social and economic prosperity. As such, our company works to consolidate Russian civil aviation in order to strengthen its competitive position on the global market. Thus, Aeroflot purposely focuses on Russia’s eastern regions, which have huge potential but are deprived of the necessary transport communications with other regions of Russia and foreign countries. We are working on a project to create an affiliated company in Russia’s Far East, and we believe that the realization of this project will benefit Aeroflot, the Far East, and the country as a whole. Aeroflot already has first-hand experience creating successful affiliated companies in the regions, such as Aeroflot-Don, Aeroflot-Nord, and Aeroflot-Cargo. The most profitable international market for us remains the European one, and as such, we hope to strengthen our position in it. At the same time, Aeroflot has special plans for the dynamically developing Asian-Pacific region and continues to promote the strategic development of transit from Europe to Asia. I want to assure our shareholders that our goals are realistic and economically feasible. Our progress on the development of our route networks will allow us to carry around 9.9 million passengers in 2007, which will be a 13.8% increase from the previous year. We plan is to reach 27.4 billion passenger kilometers (up 12.8% from 2006). AEROFLOT ANNUAL REPORT 2006 Main Events in 2006 10 11 Main Events in 2006 January As a result of the transfer of Aeroflot’s Moscow-Paris flights to terminal 2C at Charles de Gaulle Airport, the quality of service offered to passengers significantly improved. Also this month, Aeroflot initiated a new transfer service for passengers flying from Moscow to one of the Austrian or German ski resort via Munich. The airline can arrange for such passengers the transfer between the airport and the resorts in comfortable Mercedes minivans. Aeroflot also presented a new program for travel lovers. Together with Alfa-Bank and MasterCard, the airline offers a charge card for credit card holders, particularly those with Gold and Platinum cards. The card can be used to make purchases, which earns the card holder additional miles for the airline’s bonus program. February In February, Aeroflot won the nomination for the Best Social Programs at the 5th All-Russian Competition of Russian Organization for High Social Effectiveness. Aeroflot flights delivered the Russian Olympic team, members of the official delegation, guests, and tourists to the Winter Olympics Games in Turin, Italy. The airline’s planes also transported large-sized sports equipment and other difficult luggage to Italy. March A registration kiosk with baggage check-in was installed at Moscow’s new Savelovsky train station for passengers departing on domestic flight from Sheremetyevo-1. Aeroflot was included on the register of IOSA operators (IATA Operational Safety Audit). The Company concluded a code-sharing agreement with Air Baltic for the joint operation of the Moscow-Riga-Moscow route. Aeroflot opened representative offices in Krasnoyarsk and Yuzhno-Sakhalinsk. April May June On April 10, an extraordinary meeting of shareholders was held by an absentee ballot. Approval was given for the purchase and sales contract of common shares of OJSC Terminal, which is realizing the construction of the Sheremetyevo-3 air terminal complex, between Aeroflot and OJSC Sheremetyevo International Airport, Vneshtorgbank, and Vnesheconombank. Aeroflot officially became one of ten members in the SkyTeam alliance, which was voted the Best Aviation Alliance in 2005 and 2006 by readers of Global Traveler Magazine. Valery Okulov, general director of OJSC Aeroflot, was elected chairman of the Russian side of the Russian-Emirates Business Council. Aeroflot began operating regular flights on the Moscow-Krasnoyarsk-Moscow route. Based on a poll of 450 thousand passengers across the world, the Aeroflot Bonus Program received the prestigious Freddie Award for the category of Best Website, beating out all competing airlines in Europe, Central Asia, and Africa. For the sixth year in a row, Aeroflot continued its tradition of helping World War II veterans meet their comrades in arms across the former USSR and other countries. Former soldiers, POWs and those who endured the Siege of Leningrad traveled free of charge on regular Aeroflot flights to any part of the Russian Federation and Europe. In 2006, more than 3,000 veterans received free air tickets from Aeroflot. On May 16, an extraordinary general meeting of shareholders of the company was held and by absentee vote, approved the acquisition of 30 new jet-engine regional Sukhoi Superjet aircraft. A code-sharing agreement was concluded with the Pulkovo airlines, by which Aeroflot received the right to use its code on Pulkovo flights between St. Petersburg and cities in Germany. A credit agreement was signed with the leading French banks Natexis Transport Finance and Calyon for financing of the advanced payments for seven Airbus A320 aircraft, obtained by Aeroflot. The credit is in the sum of USD 50 million. Aeroflot established regular flights along the Moscow-Carlsbad-Moscow route. Valery Okulov, general director of Aeroflot, was chosen to be a member of the IATA Board of Directors for the fourth time. Aeroflot received the National Award for “The Best Taxpayer of the Year,” founded by the Interregional Organization of Employers with support of the Accounts Chamber of the Russian Federation and the Committee on Budget and Taxes of the State Duma of the Russian Federation. The system of online-payment was installed on the Aeroflot website — www.aeroflot.aero. Passengers now can reserve and pay for air tickets online with a credit card. The Annual general meeting of shareholders was held June 17. June Aeroflot concluded a sales-purchase agreement with Vneshtorgbank and Vnesheconombank for sale of shares of OSJC Terminal, according to which Vneshtorgbank obtained 25%+1 of shares and Vnesheconombank obtained 20%-2 of shares. A credit agreement was concluded according to wich Vneshtorgbank and Vnesheconombank opened a credit line to Terminal for a sum of USD 475 million for a period of 13 years. The credit line is to finance the construction of the Sheremetyevo-3 terminal. An Aeroflot subsidiary opened in St. Petersburg. July Regular passenger flights began running along the Moscow — Yuzhno-Sakhalinsk — Moscow route and the Moscow–Magadan–Moscow route. A representative office of Aeroflot opened in Magadan. Aeroflot and CSA Czech Airlines began running a joint operation of flights between locations in Ireland, Great Britain, the Czech Republic and Russia. August The Ministry of Transport of the Russian Federation awarded Aeroflot team with an honorary degree “For the high level of professionalism shown when evacuating citizens of the Russian Federation from a zone of armed conflict in the Middle East.” The Human Resources Management department at Aeroflot won the second annual competition for the Best Russian HR Department — 2006. September Regular flights begun running along the Moscow–Hanover–Moscow route, making Hanover the seventh city in Germany to which Aeroflot provides service. An independent jury in Brussels acknowledged the joint project between Aeroflot and Alfa-Bank as being one of the most successful among European partners of the MasterCard co-branding payment system for 2006.. October Aeroflot’s fleet grew with the addition of a new Airbus A321s and A320s. In line with tradition of naming planes of this series after eminent Russian painters, the two new planes were named I. Repin and V. Vasnetsov. Aeroflot along with Natexis Banques Populares, Calyon and ABN Amro Bank (London Branch), which are all considered the leading European finance banks for the purchase of aircraft, signed an agreement for the financial leasing of seven Airbus A321s, with delivery slated for 2006-2007. At the annual national competition “Brand of the Year/EFFIE 2006,” which recognizes the most successful brands on the Russian market, Aeroflot won the grand prize for the best New Image. November The rating agency AK&M awarded Aeroflot with an A+ credit rating, thereby ranking the Company among the class borrowers with the highest level of credibility. Aeroflot was awarded the prize of Company of the Year in “Transport” nomination. As part of a financial leasing deal, the Company obtained an A321 aircraft. The new addition to the fleet was named I. Kramskoy. Aeroflot and Dalavia made a decision to join efforts in creating a major competitive air carrier in the Far East Federal Region, which will provide service to regional and long-haul destinations on a modern fleet of aircraft. Aeroflot began operating regular flights along the Moscow — Mineralye Vody — Jeddah route. December Aeroflot began operating self service check-in desks at the Sheremetyevo airport. Aeroflot launched a simulator facility center for emergency/rescue training of flight crews known as “Water-Land,” which is based in the Company’s Training Center for Aviation Personnel (TCAP). As part of a financial leasing deal, the Company obtained another A321 aircraft, which was given the name I. Shishkin. A presentation was given about the new work uniforms for Aeroflot ground crews and the new requirements for the uniforms of flight and cabin crews. Aeroflot’s subsidiary cargo airline, Aeroflot-Cargo, successfully completed its first flight under its own flag. Aeroflot increased its ownership interest in the subsidiary airline Aeroflot-Don from 51% to 100% following a deal in which the Aeroflot obtained 49% of the subsidiary’s shares. Moscow 15 1 Implementing Company Strategy: Results of the year 2006 and Priority Tasks for 2007 The strategy of Aeroflot focuses on creating a company of the highest international standard that is a formidable competitor on the global aviation market. One of Aeroflot’s main priorities is to realize the transit potential of Russia, as is defined in the Transport Development Strategy of Russia until 2020. According to the approved company strategy, the fundamental areas for development in 2006 were as follows: • strengthening position on the domestic airline market; • constructing of the Sheremetyevo-3 airport terminal; • introducing the IOSA-IATA international standards for operational safety (IATA Operational Safety Audit); • expanding the fleet of modern aircraft; • entering the SkyTeam alliance; • increasing the competitive edge of the airline, which includes offering passengers a higher level of service; • developing information technology, including e-tickets. Strengthening Aeroflot’s Position on the Domestic Air Traffic Market In 2006, Aeroflot Group carried 3.6 million passengers on the domestic market, totaling 7.2 billion passenger kilometers. The number of carried passengers on the domestic market grew by 13%, while the market itself grew by 8.1%. Passenger turnover increased by 15.8% and 7.5%, respectfully. New regular flights began to run to Krasnoyarsk, Yuzhno-Sakhalinsk, and Magadan. In addition, the number of flights to Irkutsk, Novosibirsk, Yekaterinburg, Perm, Volgograd, St. Petersburg, Sochi, and other cities was increased. The prospects for developing Aeroflot’s domestic passenger traffic depend on the formation of a network between several major regional transportation centers, which will serve as national and regional hubs that work together to strengthen the strategic position of Russia’s airline industry. The meeting with the regional partners and directors of the subsidiaries will be held in time approved by the head office of the Company. Please confirm your arrival. Regards, M. I. Alekseev . In line with the program to consolidate the airline industry and create major transportation hubs in the Far East, Aeroflot plans to create it own base in Khabarovsk. The consolidation of the airlines in the Far East involves the merger of the major Far East airlines, namely Dalavia, Sakhalin Airlines, and Vladivostokavia. AEROFLOT ANNUAL REPORT 2006 Implementing Company Strategy: Results of the year 2006 and Priority Tasks for 2007 16 17 The establishment of one consolidated airline company in the Far East will give Russia an entrance to the dynamically growing airline markets in Southeastern Asia, thereby expanding the transport potential of Russia. The project also includes the establishment of an Aeroflot subsidiary in Magadan. Another noteworthy event in 2006 was the opening of an subsidiary airline in St. Petersburg. The influence of the “northern capital” as a political and cultural center and the increasing demand for international and national flight out of St. Petersburg has encouraged Aeroflot to further develop the city’s air base. Construction of the Sheremetyevo-3 Airport Terminal A key factor for strengthening Aeroflot’s competitive position is the creation of a new terminal complex at the Sheremetyevo International Airport. The new addition is designed to increase the capacity of the airport, provide easier transfers for transit passengers, as well as offer a higher level of airport service quality. The terminal will process both domestic flights and a large part of the regular international flights for Aeroflot, its subsidiaries, and partners. The construction of the new terminal is being realized according the schedule of the hired contractor. Implementing the IOSA International Standards for Operational Safety In 2006, Aeroflot became the first Russian airline company to undergo a safety audit by IATA, after which the company was accredited as an IOSA operator (IATA Operational Safety Audit). The audit sets the safety standards for the global aviation industry. Aeroflot’s adherence to international safety requirements was acknowledged when the company was admitted into the international aviation alliance, SkyTeam, in April of 2006. As such, Aeroflot has become a leader for operational safety standards in Russia and has affirmed the solvency of the country’s civil aviation industry by using both foreignmade and Russian-made aircraft. renewal the Fleet with Modern Aircraft In 2006, Aeroflot obtained seven new Airbus aircraft, against signed contracts, comprising three A320s and four A321s. In addition, a number of contracts were signed in order to reconstruct and unify the inventory of aircraft. For example, letters of intent were signed with the company AerCap for the delivery of six A320s between 2008–2009 on the basis of operational leasing, while the company GECAS will deliver 13 A319/A320s by 2007–2009, also on the basis of operational leasing. Among nar- row-bodied planes, the A320s offer the most modern design and the most spacious and comfortable interior. They are also cost efficient and do not require highly cost maintenance. As such, the use of the narrow-bodied A320s will allow for considerable funds to be saved. Lease contracts were also signed for three MD-11 cargo aircraft, which will be used by Aeroflot-Cargo. Joining and Working with the SkyTeam Alliance A major event in 2006 was Aeroflot’s joining the SkyTeam alliance. The company became one of ten members of the alliance, with AeroMexico, Air France, Alitalia, Continental Airlines, CSA — Czech Airlines, Delta Airlines, KLM — Royal Dutch Airlines, Korean Air, and Northwest Airlines acting as the other partners. Since the Company’s joining the alliance, the total passenger traffic of the SkyTeam airlines grew to 373 million passengers, flying on 15 thousand routes to 728 locations across 149 countries. Aeroflot’s participation in the alliance has created the preconditions for improvement of the airline’s operational efficiency and passenger service quality. Aeroflot also concluded a bilateral agreement with all nine airlines who are the members of the SkyTeam alliance. Aeroflot’s frequent passengers now have the possibility to use bonus miles from any of the nine SkyTeam members as part of the Aeroflot Bonus program. Increasing the Competitiveness of Our Product In 2006, Aeroflot continued to run campaigns in order to increase the competitive edge of the company’s product. The following tasks were determined to be most important: • implementing the Management Quality System in line with ISO 9000 standards; • installation additional reservation desks and self-registration desks in terminals at Sheremetyevo; AEROFLOT ANNUAL REPORT 2006 Implementing Company Strategy: Results of the year 2006 and Priority Tasks for 2007 18 19 • completely new the on-board menu; • installing a system to monitor and control the quality of services, known as the “mysterious passenger” technique; • creating a central telephone number for information and reservations — +7 (495) 223-5555, and for calls from the Russian regions — 8-800-333-5555. The following classes of services are now included in Aeroflot flights: • President — a qualitatively new business class with higher levels of comfort for passengers traveling on trans-Atlantic flights or to Asia; • Premier — an improved business class for passengers traveling to European centers and a number of other locations within medium range. Aeroflot Bonus program Aeroflot is developing its rewards program for frequent flyers called Aeroflot Bonus, which is integrated with the similar programs of the other SkyTeam members, as well as is associated with various banks, hotels, and tourist businesses. In 2006, information services for the Aeroflot Bonus program were consolidated into a centralized information and booking center, including the automatic delivery of personal account information and news to project participants via e-mail. In 2006, the number of Aeroflot Bonus participants increased by 198 404, now totaling 677 165 members. IT development In line with the IATA emergency system, a development program has been approved for the purpose of reducing the airline’s expenses for the distribution of passenger services, simplifying business transactions, as well as introducing paper-free technology. According to the given program, the following five basic projects have been determined: • E-ticketing — electronic passenger tickets; • Bar code (BCBP) — luggage labels and boarding passes with bar codes; • CUSS — self-service registration desks; • RFID — radio-equipped luggage labels; • E-freight — electronic cargo registration.. The installation of these features is required by IATA for the transfer in 2008 to e-ticketing, as well as by the SkyTeam. In 2006, Aeroflot successfully met the following requirements for IATA and SkyTeam: • successfully tested the e-ticketing feature and prepared an internal document base for the use of e-tickets; • integrated the information systems of the SkyTeam partners with that of Aeroflot; • achieved significant progress on the fully-functioning internet sales service with the purpose of improving the service quality and increasing direct sales; • expanded the functional capabilities of the company’s Sabre program; • prepared for the introduction of more modern technical features, which will allow for passengers to be more quickly processed at airports (such as self-registration desks); • installed the SAP R/3 system in order to automate book keeping. Priority Tasks for 2007 The airline’s main tasks in 2007 are as follows: • an intensive growth of passenger traffic, the development of a passenger network of flights within Russia, and the establishment of regional bases; • consolidation of the Russian airline industry; • the modernization and further unification of the aircraft fleet; • the completion of construction and opening of the Sheremetyevo-3 airport terminal complex; • improvement in the quality of products to a level that corresponds to the leading Western European services; • the cost optimization and the promotion of effective business functions; • the immediate installation of a system for web-reservations and internet sales with e-tickets; • an improved system of effective corporate management, as indicated by key performance indicator. St. Petersburg 23 2 Overview of the Air Traffic Market Global Air Traffic Market The financial results of 2006 indicate that the global airline industry has finally recovered from the crisis that followed in the wake of the terrorist attacks on September 11, 2001. According to IATA estimates, airline companies lost more than USD 40 billion during this period. In 2006, the total loss of airline companies registered in the IATA, which account for 94% of regular passenger traffic, dropped to USD 500 million (while this figure was 6 billion in 2005). The significant improvement of the situation is due in part to the improved operating efficiency of airlines and the growth in passenger demand. In 2006, 2.2 billion passengers and 39.2 million tons of cargo were carried throughout the world. The growth of total passenger traffic last year totaled 5.9%, while cargo traffic jumped by 4.6%. The seat occupancy rate grew by 0.9%, reaching 76%. However, the vitality of the airline industry continues to be jeopardized by the high price of jet fuel. In 2003, the total cost of jet fuel for airlines equaled USD 44 billion, while in 2006, this number jumped to around USD 115 billion. Jet fuel for direct operational costs in 2006 represented 26% of the total expenditures, as compared to 14% in 2003. One of the hardest hit regions in 2006 was North America, with a USD 3.7 billion loss, while the particularly lucrative regions were Europe and the Asian Pacific region, with profits of USD 1.8 billion and USD 1.7 billion, respectively. In 2007, the net profit of the companies is expected to achieve USD 2.5 billion following the stabilization of the price of jet fuel. However, this will be possible only through the preservation of stability and the absence of escalading local conflict in the regions of the Middle East, especially Iraq and the areas around Iran. Russian Airline Industry Dear Mom and Dad! Everything here is fine, and my studies are going well. All the boys really liked the honey you brought from Altai. See you soon! In 2006, Russian airlines carried 38.01 million people (an 8.3% growth from 2005). The air passenger turnover grew by 9.5%, topping off at 93.91 billion passenger kilometers. Cargo traffic amounted to 640.3 thousand tons of cargo and mail (representing a 1.8% growth). AEROFLOT ANNUAL REPORT 2006 Overview of the Air Traffic Market 24 25 In terms of the figures for air passenger traffic in 2005, the number of carried passengers increased by 3.9%, and the executed passenger turnover increased by 3.4%, which is more than two times lower than the same figures for 2006. In 2006, for the first time in six years, the overall rate of growth for the regular air traffic of Russian airlines (a growth of 10.2% in executed passenger turnover) surpassed growth rates for non-regular flights (a 7.3% growth). Non-regular flights mainly provided service to popular international tourist destinations in countries, for which the passenger traffic growth equaled only 5.9%. From 2003 to 2005, the average annual growth rate of non-regular flights to tourist destinations equaled 18.9%. In 2006, international airlines increased the number of their passenger traffic in and out of Russia by 13.8%, while Russian airlines increased their passenger traffic on international routes by 8.7%. The strongest international player on the Russian airline market is the German carrier Lufthansa. In 2006, the company announced that they would increase their passenger traffic to Russia and CIS countries up to 1.3 million people (a 20% growth). Lufthansa has a wide-reaching network of routes in the Russian regions, providing service to Nizhniy Novgorod, Perm, Rostov-on-Don, Samara, St. Petersburg, Ufa and Yekaterinburg. In 2006, Lufthansa carried more than 5.8 thousand flights to Russia, including 2.6 thousand flights to Moscow. Likewise, British Airways increased their available seats to Moscow by over 30%, while Air China and China Eastern Airlines raised this figure by 78%. In addition, Austrian Air increased service to Moscow by 20%, as did the low cost airlines Germania and Germanwings, who raised this figure by 43%. Furthermore, in 2006, Singapore Airlines, one of the world’s biggest airlines, started offering service to Russia. In 2006, the growth rates for the number of passengers carried by Russian airlines on either international or domestic routes were comparable (a 8.7% and 8.0% growth, respectively). In 2005, due to the sharp growth in jet fuel costs and the subsequent Growth of passenger traffic inof2006 Growth passenger traffic in 2006 increase in prices for passengers, the growth of demand for domestic service stopped, with figures even dropping for the first eight months of the year. The problem with fuel price was further aggravated by the fact that airlines have no choice but to use old planes with low fuel efficiency for domestic routes. The cost of jet fuel represents 40–50% of the total operational expenses for the majority of Russian airlines, while the worldwide average is 25% (for Aeroflot, this figure is 35.7%). As a result, the growth of tariffs has taken a heavy toll on the price sensitive domestic air traffic market. Nevertheless, the domestic passenger traffic market still possesses major potential for growth, the realization of which is one of the priority tasks for Russia’s civil aviation industry. In order to ensure their competitive edge and impede the expansion of international carriers on the market, Russian airlines must implement a series of complicated measures, such as modernization their fleets with more fuel-efficient planes and installing the latest technologies for passengers and cargo service, both of which can help to cut expenses. There is also an acute need for the complete modernization of ground infrastructure at Russian airports, as well as more efficient use of Russian airspace. In 2006, Russia’s leading airlines intensively worked to upgrade their fleets with modern aircraft, as well as implemented programs to decrease their operational costs. As a result, they were able to halt the growth in ticket prices, and in 2006, the domestic market demonstrated a stable growth. Russian Airlines: Main Events in 2006 Aeroflot’s management considers the most significant events of 2006 to be Aeroflot’s joining in the international alliance SkyTeam and the completion of the consolidation the state-owned airline Rossia and Pulkovo. The amalgamation of these two airlines resulted in a major new airline, Rossia, with the third largest total of passenger traffic in the industry, possessing two base airports — Vnukovo in Moscow and Pulkovo in St. Petersburg. The united Rossia airline has been in operation under its own flag since October 29, 2006, with headquarters located in St. Petersburg. The Moscow affiliate of the airline is entrusted with the coordination of air transport for the President and senior state officials of the Russian Federation. Aeroflot favours the union, regarding it as a step forward in the process of consolidating Russia’s aviation industry, which is necessary for strengthening the competitive edge of Russian airlines. 9 .4% In light of the growing price of jet fuel, leading Russian airlines have speed up the pace at which they are replacing outdated and fuel-inefficient aircraft. Due to the lack of a more competitive offer from domestic aircraft manufactures, Russian airlines supplemented 53 foreign-made long-haul passenger planes into their fleets in 2006. At the end of year, the total number of foreign-made long-haul passenger planes possessed by the 17 airlines of Russia reached 134 units, of which 39 belong to Aeroflot. Aeroflot total russian airlines 8 .3% Out of the ten leading Russian airlines in terms of passenger traffic, the largest growth in total passenger volume was demonstrated by Sibir (16.4%), UTair (28.1%), Transaero (35.9%) and Atlant-Soyuz (in 1.6 times). In 2006, Sibir airlines intensively developed AEROFLOT ANNUAL REPORT 2006 Overview of the Air Traffic Market 26 27 their international service (27% growth), including non-regular international flights (38.9% growth), while UTair increased domestic service and Transaero developed its international service (a 43.2% growth), resulting in practically equivalent rates of growth for regular and non-regular flights. About 95% of traffic on the airline AtlantSoyuz was non-regular, thereby increasing the non-regular market segment. Total passenger traffic on the newly incorporated Rossiya airline lowered by 5.2%. The growth rate of Aeroflot Group’s passenger traffic in 2006 outpaced the industry average. Due to the reduction of the number of international non-regular flights below industry average, companies included in the AiRUnion alliance experienced a 4.8% growth in the total volume of passenger traffic. among domestic carriers, ahead of 2005’s leader Sibir Airlines (16.3%) and the AiRUnion alliance (16.6%). The difference between the numbers of carried passengers on the domestic market is even more appreciable: Aeroflot Group’s share equals 17.2%, while this figure is 14.2% for Sibir Airlines and 10.5% for AiRUnion alliance. In 2006, Aeroflot alone carried more than 145.3 thousand tons of cargo and mail, or 151.8 thousand tons when including the Aeroflot’s subsidiary airlines (representing 23.7% of the industry figures). When comparing the total volume of cargo traffic of all Russian airlines in 2006, Aeroflot takes second place behind Volga-Dnepr, which increased its cargo traffic one-and-a-half times in 2006, topping off at 155.1 thousand tons. Sibir Airlines takes third place with 28.9 thousand tons (4.5%). Aeroflot Group’s Position on the Civil Aviation Market In 2006, Aeroflot Group carried 8.7 million passengers, which was a 8.5% increase from 2005, outstripping the industry average growth rate of 8.3%. Aeroflot Group’s passenger traffic in 2006 represented 23% of the total number of passengers carried on the Russian market, as well as 25.9% of the market’s passenger turnover. As leader on the Russian market for regular international flights (in 2006, Aeroflot carried 56.5% of total passenger turnover in Russia, while the second in line, Sibir Airlines, carried 9.3%), Aeroflot has significantly strengthened its presence on the strategically important domestic market, increasing its passenger turnover on it by 17.8%, which is considerably higher than the average growth in the industry (7.5%). As a result, Aeroflot’s share of the total domestic passenger traffic rose from 12% to 13.1%. In terms of Aeroflot Group’s subsidiary companies, Aeroflot-Don and Aeroflot-Nord carried 16.7% of total domestic passenger turnover in 2006, rising to first place Domestic Domestic passenger passenger traffic traffic by by Russian Russian airlines airlines (share (share of ofpassengers passengerstraffic*), traffic*),%(%) International International passenger passenger traffic traffic by by Russian Russian airlines airlines (share (share of of passenger passengertraffic*), traffic*),% % Domestic Domestic passenger passenger traffic traffic by Russian Russian airlines airlines by (share of of passenger (share passengerturnover*), turnover*),% % 17 .2 30 .0 14 .2 16 .7 16 .6 16 .3 * Including scheduled and non-scheduled traffic * Including scheduled and non-scheduled traffic russia 7 .5 Airunion 10 .8 sibir 6 .6 transaero Airunion russia 6 .8 Aeroflot group 12 .3 8 .5 Atlantsoyuz 10 .4 transaero dalavia 4 .6 Aeroflot group 5 .4 russia utair sibir Airunion Aeroflot group uralairlines russia utair Airunion 2 .9 11 .3 7 .3 6 .6 vimAvia group 10 .5 7 .6 sibir 33 .7 sibir 10 .5 Aeroflot group International passenger traffic by Russian airlines (share of passenger passengerturnover*), turnover*),% % 6 .5 NOVGOROD 31 3 Business Results in 2006 Passenger Traffic The total and structure of Aeroflot Group passenger traffic in 2006 are as follows. The Group aircraft carried 8.7 million passengers, with 24.3 billion passenger kilometers. Practically all international and domestic traffic was on regular flights. Group’s operating data 2006 2005 Change International traffic thousands 5,176 4,906 + 5.5% Revenue passenger kilometers Passengers carried millions 17,152 16,319 +5.1% Available seat kilometers millions 24,821 23,917 +3.8% Passenger load factor % 69.1 68.2 +0.9 Weight load factor % 56.6 56.9 –0.3 Share of regular traffic* % 97.6 97.8 –0.2 Domestic traffic Passengers carried thousands 3,579 3,166 +13.0% Revenue passenger kilometers millions 7,173 6,195 +15.8% Available seat kilometers millions 10,073 8,989 +12.1% Passenger load factor % 71.2 68.9 +2.3 Weight load factor % 62.1 62.2 –0.1 Share of regular traffic * % 99.6 99.4 +0.2 thousands 8,755 8,072 +8.5% Revenue passenger kilometers millions 24,325 22,514 +8.0% Available seat kilometers Total Passengers carried millions 34,894 32,906 +6.0% Passenger load factor % 69.7 68.4 +1.3 Weight load factor % 57.9 58.1 –0.2 Share of regular traffic * % 98.4 98.3 +0.1 * In total number of passenger carried. Hello sister! Do you remember how we looked at those pictures in our school books and imagined life in ancient Novgorod, when people journeyed far to attend the assemblies? Now, it’s easy to make any trip! When are you coming? Do you know that Aeroflot will soon offer a special tariff? See you! AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 32 33 Aeroflot is currently the undisputable leader of the Russian aviation industry. The strengthening of its leading position is a result of the airline’s goal-oriented policy, which allows to confidently compete on the market. The 2006 budget was calculated taking into account the entry of new serious competitors on the Russian airline market, as well as the monopolies of natural services and the steadily rising price of fuel. For the realization of a production target and achievement of positive financial results, Aeroflot has undertaken a number of measures. Passenger load factor, % Passenger load factor, % 72 .5 72 67 .9 67 .7 67 .1 71 .2 69 68 .2 68 .9 69 .1 international routes To begin with, the frequency of flights to popular and profitable destinations in Russia has been increased. This includes flights to Irkutsk, Novosibirsk, Yekaterinburg, Perm, Volgograd, St. Petersburg, Sochi, etc. In addition, regular flights have begun to Krasnoyarsk, Yuzhno-Sakhalinsk, and Magadan. domestic routes 2002 Secondly, in order to strengthen its already-stable position among international airlines, Aeroflot increased the frequency of its flights to Paris, London, Milan, Rome, Belgrade, Warsaw, Prague, Beijing, Bangkok, Hong Kong, Ulaan Baator, Baku, Simferopol, and Tashkent. Flights also now run to Hannover. Lastly, new A320 planes were obtained and put into use as part of the plan to restructure the aircraft fleet. 2003 2004 2005 2006 Flight Hours Total operational flight hours in 2006 surpassed last year’s level by 6.3% (+18,745 hours). To ensure the dynamic growth of the company’s route network, as well as restructuring of its aircraft fleet, Aeroflot leased extra planes from the airlines Aviaenergo, Continental Airlines, and VASO Airways, with the flight hours on the acquired planes totaling 9,657 hours. Traffic Structure International and and domestic domestic air air traffic, traffic, per thousand passengers Scheduled and and charter charter traffic, traffic, per thousand passengers International Scheduled thousand passengers thousand passengers 3,166 4,906 5,176 domestic flights 137 7,935 2006 scheduled flights 2005 7 .0 7 .3 7 .6 8 .2 Charter flights international flights 2005 6 .4 140 8,614 3,579 Daily average flight hours per active Среднесуточный налет часов roll aircraft* на один списочный самолет 2006 2002 2003 2004 2005 2006 * JSC Aeroflot only. AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 34 35 Cargo Traffic On October 26, 2005, the Board of Directors of Aeroflot decided to reconstruct the cargo business and create an affiliate airline — Aeroflot-Cargo. In 2006, Aeroflot Cargo was registered in the Common Legal Register of the Russian Federation and received a License of Operation, No. 500, dated October 18, 2006. Aeroflot-Cargo is fully a subsidiary company of Aeroflot. Cargo traffic was separated from the basic functions of Aeroflot in order to improve the efficiency and profitability of cargo transport, lower expenses, increase entrepreneurial initiatives, and subsequently increase Aeroflot’s capitalization. Aeroflot-Cargo was formed based on Aeroflot’s former cargo traffic department and has inherited a great wealth of resources from its parent company, including the company logo, the DC-10-40 aircraft fleet, a qualified work force, and a tradition of high standards for quality and safety. Group’s operating data 2006 2005 Change thousands 120.1 122.4 –1.8% Cargo ton kilometers millions 746.9 762.5 –2.0% Revenue ton kilometers millions 2,291 2,231 +2.7% Available ton kilometers millions 4,046 3,916 +3.3% % 56.6 56.9 –0.3 International traffic Cargo and mail, tons carried Weight load factor Domestic traffic Cargo and mail tons carried thousands 31.7 29.1 +8.9% Cargo ton kilometers millions 129.8 114.6 +13.3% Revenue ton kilometers millions 775.3 672.1 +15.4% Available ton kilometers millions 1,248 1,081 +15.4% % 62.1 62.2 –0.1 In addition to cargo transport on separate international flights to Germany, Finland, Japan, South Korea, and China, Aeroflot-Cargo also takes the opportunity to transport cargo in compartments on all Aeroflot passenger flights. Weight load factor thousands 151.8 151.5 –0.2% On December 19, 2006, the DC-10-40F plane, after having been transferred to Aeroflot-Cargo from Aeroflot, successfully made its first flight under the flag of the subsidiary company. The transfer of DC-10-40F planes will conclude in 2007, and by summer 2007, the company plans to begin using the new MD-11F models. Cargo ton kilometers millions 876.7 877.1 –0.05% Revenue ton kilometers millions 3,066 2,903 +5.6% Available ton kilometers millions 5,294 4,996 +5.9% Weight load factor % 57.9 58.1 –0.2% Share of regular traffic * % 97.4 95.4 +2.0 The development strategy for freight cargo is as follows: • strengthen Aeroflot-Cargo’s presence in the freight market from Europe to Tokyo, Seoul, Beijing, Shanghai, Hong Kong, as well as include the following destinations in the route network: Novosibirsk, Khabarovsk, New York, Paris, Milan, Istanbul, Yerevan, Mumbai, and Amsterdam; • open and develop regional hubs in Khabarovsk and Novosibirsk; • haul 330 thousand tons of cargo in 2010. The favorable geographical location of Russia, the developed network of regular flights and office representations, commercial rights, a qualified personnel, and the rich experiences and traditions that Aeroflot has collected over the years all work together give the company its strategic advantage. Aeroflot Groups total freight and mail cargo in 2006 equaled 151.8 thousand tons, which was little change in comparison to the previous year’s level. The total volume of mail cargo grew by 9.8%, reached 5.6 thousand tons, while the freight cargo totaled 146.2 thousand tons. Total Cargo and mail tons carried * In total cargo and mail carried. Traffic Structure International and and domestic domestic traffic, traffic, thousand tons International thousand tons 29 .1 31 .7 122 .4 120 .1 In 2006, the cargo turnover of the company amounted to 876.7 million ton kilometers, which corresponds with the 2005 figure. The share of domestic transportation has also increased, comprising 21% of the total amount of freight and mail transport. 2005 2006 Scheduled and and chartered charter traffic, Scheduled traffic, thousand tons thousand tons 7 .0 144 .5 4 .0 151 .8 domestic flights Charter flights international flights scheduled flights 2005 2006 AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 36 37 Weight load factor, % Weight load factor, % The package of commercial rights given by Aeroflot to its subsidiary allows AeroflotCargo to create an optimistic long-term plan for the expansion of its route network and the augmentation of its aircraft fleet. 63 .7 57 .1 55 .5 2002 62 .1 62 .2 62 60 .9 56 .9 56 .6 55 .4 2003 international routes domestic routes 2004 2005 2006 In 2006, 66.2 thousand tons of cargo were carried on Aeroflot cargo planes (compared to 67.8 thousand tons in 2005, 2.4% higher). The weight load factor increased from 69.4% in 2005 to 72.6% in 2006. Flight hours totaled 14,262.8 hours 4.5% down from 15,140.8 hours in 2005). The total volume of carried cargo per kilometer in 2006 was 509,961.0 thousand kilometer-tons (compared to 517,498.2 thousand kilometer-tons in 2005, 1.5% higher). In 2006, Aeroflot Group’s passenger aircraft carried 86.5 thousand tons of cargo and mail 3.3% higher from 83.7 thousand tons in 2005. Route Network Aeroflot traditionally exploited DC-10-40s for its international transit cargo along the Europe-Asia-Europe routes. The delivery of cargo on this type of aircraft is mainly done on a “point-to-point” basis, i.e. without transfer on a passenger network. Active commercial work has allowed for the modernization of route networks for the purpose of cutting costs and increasing the volume of air traffic and revenues. To ensure sales and the proper loading of cargo onto planes, Aeroflot continues to work with major shipping companies in the world, namely Schenker, Nippon Express, Pan Alpina and Danzas. Aeroflot-Cargo also continues to work with the major European freight hub Frankfurt Hahn. For the first half of 2006, the freight traffic through the Frankfurt Hahn Airport grew by 20%, with Aeroflot as one of the top airlines in terms of cargo planes processed at the airport. Along with its usual commercial activity, Aeroflot-Cargo continues its socially important programs by providing socially essential cargo service to the Far East and Northern Russia. Safety and Security Flight Safety Aeroflot’s daily operations and long-term strategic goals largely revolve around the objective to successfully meet the raising flight safety requirements. The Company strives to create a modern, international airline, maintaining the best traditions of Russian civil aviation while improving the engineering and technical quality of aircraft and adhering to Russian and European official regulations for the flight suitability of aircraft. The flight safety in 2006 reached 99.965%, which was higher than the average figures for both 2005 (99.96%) and 2004 (99.95%). This improvement testifies to the fact that the airline continues to improve its flight safety system, update its fleet with new modern aircraft, and advance the training of its in-flight personnel. The priority areas for the improvement of flight safety are: • raising the quality of technical maintenance and reliability of the aviation equipment; • eliminating errors by personnel that influence the level of flight safety (minimalizing the human factor). In 2006, more attention was given to the process of updating the fleet and tracking the condition of the aircraft. As such, in accordance with the ICAO regulations for all Tu-154s, shoulder harnesses were installed in the seats for flight attendants, flight engineers and navigators, and an early Ground Proximity Warning System (GPWS). Smoke detectors were installed in the toilet compartments of all IL-96s, as were the GPWS systems. A radio receptor system with a frequency of 406 Hz was installed on all types of planes. In 2006, the Company’s Aviation Technical Center (ATC) continued work on improving flight safety and maintenance, drawing upon the experiences of Russian and international airlines that have successfully followed the aviations regulations of the Russian Federation and the recommendations of auditors. Through the collaborative work between the ATC and Aeroflot Training Center for Aviation Personnel (TCAP), the Company trained 50 flights pilots for Tu-154s and 24 pilots for Tu-134s. In 2006, Aeroflot’s system of continuous professional training (computer training programs) for flight crew of aircraft A319/320/321, Boeing 767, DC-10, IL-96300, and Тu-154 was approved by the Federal Agensy for Transport Supervision. The transition to this system will allow for the significant reduction of training time without affecting the quality. AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 38 39 Thus, with the participation of the Civil Aviation Academy, the Company developed a training plan for civil aviation pilots, which is to be used in higher training institutes in Russia, as well as a strategy for attracting young specialist-pilots to Aeroflot. To increase the operating efficiency of flight crew when interacting with passengers who violate in-flight rules, Aeroflot instituted a training program for personnel under the title “Unruly Passengers.” The program, which began in September 2006, is a new direction for Russian civil aviation and should enable flight crew to better restrain the actions of disruptive passengers. In December 2006, Aeroflot launched a simulator facility center for emergency/rescue training of flight crews known as “Water-Land,” which is based in the Company’s TCAP. The training center of such a scale is so far the first of its kind in the CIS, and its opening was a major event not only for Aeroflot, but also for Russia’s civil aviation industry as a whole. The modern facility complies with all the requirements set forth by international and intergovernmental aviation authorities for flight and cabin crew training, as well as the training standards for Aeroflot and other airlines in Russia, CIS, and abroad. In 2006, work also continued on improving the other existing goals of the security program, including baggage checks for every passenger, the presence of security staff on high-risk flights, and a complex system of security checks at Aeroflot facilities. Route network In 2006, Aeroflot served flights along 93 routes with an average flight frequency of 7.9 flights a week per route. Including the joint operations with partner airlines, Aeroflot offered passengers 128 routes with an average flight frequency of 8.6 flights per week. The complex has a mobile simulator, supplied with exits, ladders, and equipment in the passenger cabin, which is used to train both cabin crew and pilots in the emergency landing and escape procedure for IL-96 airplanes. The training modules simulate emergency conditions most similar to those that may occur in reality. The Center is also equipped with fully operational training modules of emergency escapes for IL-96-300, Tu-154, A320 and Boeing 767 airplanes. A pool and rescue floating facilities corresponding to all types of domestic and foreign made airplanes are available to ensure that employees receive full-scale training and excellent skills for emergency landing on water surfaces. The simulator is also equipped with all necessary means to create a real fire in order to train crew in fire-fighting. On the domestic market, Aeroflot carried its own flights to 26 destinations with an average flight frequency of 11 flights per weeks. As such, flights to ten destinations operated a minimum of once per day, while flights to six various destinations operated two or more times per day. There are 51 international routes that are considered mid-haul, with an average flight frequency of 8 flights per week. In 2006, the Company worked to have its operational license prolongation. Two inspections of the company’s subdivisions were conducted by an inspection commission, and Aeroflot was subsequently permitted to extend the validity period of its operational license No. 001 until November 9, 2008. Another 16 international routes are considered long-haul, with an average flight frequency of 4.4 flights per week. The number of connecting flights on Aeroflot’s own flights increased by 30.6% in 2006, while the factor of transfer flights rose by 20.2%, totaling 8.3 transfers per flight. Aviation Safety Aeroflot continually works to ensure that all aspects of aviation safety are upheld and that the lives and welfare of passengers and crew are protected from any acts of illegal interference or attempts to inflict physical or economic damage. In 2006, Aeroflot’s flight security service conducted audits to ensure that all aviation security requirements are being met for the ground maintenance of Aeroflot flights at airports in Barnaul, Mineralye Vody (Russia), Ulaan Baator (Mongolia) and Nicosia (Cyprus), as well as audited the local Aeroflot representative offices in these cities. The Company also monitored representative offices in Baku (Azerbaijan) and Kiev (Ukraine) to assess whether regulations for security, personnel, and accounting are being properly observed. Beginning five years ago, Aeroflot established a patrol dog department of the aviation security service in order to improve security in light of the heightened threat of terrorist attacks. Security dogs are trained to find explosives on the planes, passenger terminals, public zones, and service zones for luggage and cargo. Structure of carrying on regular routes in 2006–2005 Region Passengers carried (thousands) Revenue passenger kilometers (millions) Available seat kilometers (millions) Passenger load factor (%) 2006 2005 2006 2005 2006 2005 2006 2005 America 306.9 318.5 2,671.5 2,749.6 3,685.6 3,770.6 72.5 72.9 Middle East & Africa 575.3 588.2 1,458.0 1,465.8 2,121.8 2,203.2 68.7 66.5 Asia (include. Japan) 895.6 852.6 5,751.0 5,402.8 7,842.4 7,628.0 73.3 70.8 Europe 2,596.8 2,429.6 5,698.9 5,321.7 8,943.2 8,305.6 63.7 64.1 Russia 3,562.4 3,145.8 7,151.1 6,164.7 10,027.3 8,935.5 71.3 68.8 CIS Total 732.3 664.5 1,331.8 8,669.3 7,999.2 24,062.3 1,894.2 1,736.8 70.3 68.0 22,285.6 34,514.5 1,181.0 32,579.7 69.7 68.4 AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 40 41 Domestic Traffic In 2006, Aeroflot continued to increase the number of domestic destinations and the flight frequency of domestic routes. In order to build up potentially lucrative routes that currently have low yields, Aeroflot furthered its collaboration with the airlines Aeroflot-Don, Aeroflot-Nord, Dalavia, State Transportation Company Rossia, and Tatarstan. The cooperation between the airlines enables the coordination of route networks and schedules, code-sharing and the use of partners’ fleet in the Aeroflot route network. necting flights and raise the volume of transfer traffic, especially from the Russian regions. In fact, the percentage of transfer passengers from the Russian regions grew by 5.9% in 2006, thereby comprising 30.6% of the total volume of Aeroflot transfer traffic. Compared to the previous year, the total number of transfer passengers grew by 5.4%, topping 1.9 million people, which represents 26.11% of the total volume of Aeroflot’s passenger traffic. Cooperation with Partner Airlines International Traffic The development of Aeroflot’s international route network is designed to most effectively use Russia’s geographical position, realize the transit potential of the country, as well as increase the Company’s traffic on highly remunerative markets. In 2006, Aeroflot held codesharing agreements with 29 other airlines. As a result, compared to 2005, the number of passenger carried on the jointly-operated flights grew by 15.8%, equaling 790.5 thousand people. In 2006, Aeroflot began operating regular flights in Carlsbad (Czech Republic), Hanover (Germany), and Jidda (Saudi Arabia), as well as reestablished regular flights to Hanoi. The frequency of flights to a number of various other destinations was also increased. As of the beginning of 2007, Aeroflot has codesharing agreements with 34 international and Russian airlines, which are the following: • 20 agreements in which Aeroflot acts as both partner-operator and marketing partner with: CSA, LOT, Air France, KLM, SAS, Маlev, Finnair, Austrian, Bulgaria Air, Cyprus Airways, Korean Air, Аlitalia, JAT, АeroMexico, Continental Airlines, NWA, Delta, Air Baltic, Dalavia, and Rossia; • 5 agreements in which Aeroflot acts as only the partner-operator with: Tarom, Cubana, Iran Air, Cathay Pacific, and Air India; • 9 agreements in which Aeroflot acts as only the marketing partner with: Slovak Airlines, Аdria, Estonian Air, Lithuanian Airlines, Aeroflot-Don, Aeroflot-Nord, Air Malta, Belavia, and Tatarstan. The expansion of the network of international routes and the increase of flight frequency has enabled the Company to substantially increase the number of con- The Russian regions provided the base of Aeroflot’s passenger traffic for codesharing flights. The development of the route network mainly entails increasing the number of destinations and the frequency of flights, both on the Company’s fleet and the fleet of partner airlines. It is also vital to increase the network of connecting flights to better serve the flows of transit passengers coming in from the Russian regions and flying abroad, as well as those passengers flying from Asia to Europe or America and back. Share of transfer passenger turnover by region in 2006 Share of transfer passenger turnover by region in 2006 Share of passenger traffic on codesharing flights out of Aeroflot’s total traffic Share of passenger volume in 2006 traffic on codeshare flights out of Aeroflot’s total traffic volume in 2006 Breakdown of passenger turnover on codesharing flights by region, 2006 Regional Distribution of Aeroflot Passenger Turnover on Сodesharing Flights 4.8% 2.1% 12.9% 0.9% 0.9% 30.6% 9.8% 13.3% 60.7% 19.2% 90.2% 24.2% 30.5% Russia Europe Asia CIS America MidEast and Africa Jointlyoperated flights Aeroflot only flights Russia Europe CIS and Baltics MidEast and Africa Asia AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 42 43 Fuel efficiency of the aircraft fleet, gram/kkm Топливная эффективность парка воздушных судов, грамм/ккм Development Plan for Route Network in 2007 In order to increase the efficiency of route network in 2007, the Company plans to further expand the geographical coverage of flights, increase flight frequencies on highlyremunerative markets that offer considerable passenger traffic, and develop domestic air traffic. 40 38 38 38 37 37 29 The main focus will be on the development of medium-haul routes network. The significant expansion of the long-haul traffic segment will not be planned until new long-haul aircraft are delivered to the fleet at the end of 2008. Aircraft Fleet 2001 Fleet Development Strategy The development program for Aeroflot’s aircraft fleet aims to accommodate the company’s increasing airline traffic, which is expected to grow to 12 million passengers a year by 2010. The development objectives for the aircraft fleet through 2010 include replacing the fleet of Tu-134s and Tu-154s, withdrawing the IL-86s, expanding the capacity of the medium-haul Airbus family of A320s, acquiring the long-haul Airbus A330-200s and IL-96s, and the Sukhoi SuperJet (SSJ) regional planes. 2001 Medium-haul Long-haul 2003 2004 2005 2006 2010 From the period between 2001 until 2006, while restructuring the aircraft fleet with modern models, the Company managed to save nearly USD 200 million due to the higher jet fuel efficiency of the updated models. Aeroflot introduced an integrated program aimed at increasing the aircraft utilization and fuel savings. As part of this program, structural changes are being made to ameliorate the Tu-154 model, such as redesigning the wing and replacing the wooden floors of the cabin with more modern and light composite materials. Structure of the Aircraft Fleet in 2006 Unification of the aircraft Short-haul 2002 Tu -134 В737 Tu -154 IL-86 IL-96 В767 IL-62 A310 Tu -154 2005 2010 2016 As of December 31, 2006, the aircraft fleet totaled 93 airplanes, including 39 foreignmade and 54 Russian-made (of which 53 are owned and 40 are leased). Tu -134 SSJ SSJ In the course of the year, the number of aircraft in the fleet grew by 8 units. IL-86 А320 IL-96 А320 А320 Withdrawals were as follows: • one Tu-134 with business-lounge interior was returned due to the expiration of its lease from Stroitransgaz; • one DC-10 was transferred to Aeroflot-Cargo; IL-96 IL-96 Additions were as follows: • one IL-86 was returned after having been leased to Continental Airways; • two B767s, three A320s, and four A321s. A330 B767 B777 9 models, of which 4 are foreign-made Total (101aircraft) A350 В767 6 models, of which 2 are foreign-made Total (81 aircraft) 5 models, of which 3 are foreign-made Total (117 aircraft) 4 models, of which 2 are foreign-made Total ( > 150 aircraft) AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 44 45 Total (changes in 2006) Owned by Aeroflot In operating lease 11 (+2) – 11 – 9 14.1 2(+1) 1 1 – 28 0 6 6 – – 13 10.2 Airbus A319 8 – 4 4 3 10.2 Airbus A320 10 (+3) – 9 1 2 11.5 Model In financial Average lease age Average daily flight hours between 2008 and 2010. Aeroflot has chosen this particular aircraft model as the interim solution to updating its fleet until the new A350s are delivered between 2014 and 2017. Long-haul Boeing B767 IL-62М IL-96-300 Medium-haul Airbus A321 Tu-154М IL-86* 7 (+4) – – 7 1 11.5 27(+2) 25 2 – 19 7.3 9 (+1) 9 – – 19 1.9 Short-haul (regional) Tu-134 13 (–1) 12 1 – 27 4.9 3 (–1) – 3 – 28 9.9 96 53 31 12 Cargo planes: DC10-40F TOTAL: 8.2/10.9** * Starting November 15, 2006, Aeroflot ceased operating IL-86 aircraft. ** The average daily utilization for one aircraft on balance is 8.2 hrs; the average for one aircraft in service is 10.9 hrs. Plans for 2007 Product and Brand Development In line with its strategy to develop the Aeroflot product, the Company continued throughout 2006 to devise new ways to increase the competitive edge of their product offering. The main objectives were to meet the requirements of passenger service regulations at an 85% level (the performance level required for airlines in the SkyTeam alliance, who are all leaders in the field of customer satisfaction) and to increase the quality of Aeroflot’s product offering, matching it to the quality of European industry leaders. According to results of the Company’s research, the most influential factor for the overall value of an airline’s product is the in-flight service. As a result, Aeroflot has concentrated its efforts on strengthening the competitive edge of its product offering for passengers in the higher classes, as well as stabilizing the product for passengers of all classes. Aeroflot flights now offer completely new classes of service for passengers in the premium segment, which are as follows: • President class — a qualitatively new business class with higher comfort for passengers traveling on long-haul flights (over 6 hours), trans-Atlantic flights (to USA and Canada) and Asia flights (to Tokyo, Bangkok, Shanghai, Hong Kong), available on Boeing 767 aircraft; • Premier class — an improved business class on Airbus A319, A320, and A321 aircraft, designed for passengers traveling to priority European destinations and several other destinations within mid-distance (flights from 2 to 5 hours). After the withdrawal of IL-86s in November of 2006, the company plans to gradually replace its Tu-134 fleet. All 13 Tu-134 aircraft are scheduled to be taken out of operation by January 1, 2008. These classes are positioned as “the modern way to fly, with an unmatched level of comfort, care, and individual service from the heart of the new Russia.” Completely new menus have also been made available for these two higher classes. By 2010, Aeroflot plans to replace the outdated Tu-154 planes with modern models. In place of the Tu-134s and Tu-154s will come the new generation of aircraft — the shorthaul SSJ-100s, developed by the Russian company CJSC Sukhoi Civil Aircraft, and the middle-haul A320s family aircraft. Delivery of the SSJ-100s should begin at the end of 2008. The Company’s successful in-flight entertainment program for business class passengers, Video on Demand, was expanded in 2006 with the purchase of more DigEplayers (750 units), which is a portable device allowing real-time choice between feature films (Hollywood blockbusters and Russian films), short films, cartoons, audio programs, and a channel for kids. The program is updated once every two months with new international and domestic films. In 2007, three Airbus A319s, three A320s, and three A321s are scheduled to join the fleet. By the end of 2007, the total number of aircraft from this aircraft family will amount to 34 units. In the coming year, there will be no changes made to the inventory of IL-96-300s, Boeing 767s, and Tu-154s, which will continue to fly long-haul and medium-haul routes. In the long term, Aeroflot plans to gradually replace the Boeing 767s with the long-haul A330s, which will be a new model in Aeroflot’s fleet. The leasing of these aircraft will occur In 2006, the Kommersant class was tested out on flights to Geneva, Nice, and Helsinki. The Kommersant class is an improved economic class on the new fleet of Airbus A319, A320, and A321 aircraft, available for passengers flying to priority destinations in Europe. The Company positions this class as “travel fit for business professionals.” In the last year, the in-flight entertainment program was reintroduced for economicclass passengers on flights longer than 6 hours (B767s). The programs are updated monthly. AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 46 47 Likewise, in order to further develop the Aeroflot product, the Company determined several important objectives for ground service, including creating a single call hotline for information and bookings (+7(495) 223-5555) and another number for free calls from the Russian regions (8-800-333-5555). The Company’s existing representative call centers in Germany and Ukraine have a total sales volume of over USD 10 million per year. Now, with just one call, clients can receive all necessary information, reserve tickets, find questions about the Aeroflot Bonus program, leave their opinion about the service quality, and receive consultation about Internet sales and many other topics. In the last year, significant steps have been taking to strengthen passenger service at airports, including the following: • developing the technology for registering Aeroflot passengers with electronic tickets; • installing self-registration desks for passengers at Sheremetyevo terminals; • introducing express registration at Sheremetyevo for connecting flights to the following destinations: London, Zürich, Geneva, Los Angeles, New York, Delhi, Nice, Belgrade, Damascus, Hamburg, Helsinki, Milan, Berlin, Venice, Mumbai, Bucharest, Budapest, Hanoi, Havana, Sofia, Larnaca, Ulaan-Baator, Beirut, Düsseldorf, Riga, Rome, Tehran, Zagreb, Istanbul, Cairo, Amsterdam, Brussels, Paris, Kiev, Munich, Prague, Kaliningrad, Omsk, Volgograd, Yekaterinburg, and Baku; • installing automated service stations at exits for passengers arriving in terminal 2 at Sheremetyevo; • equipping storage areas in terminal 2 at Sheremetyevo airport with a system for local announcements; • setting up tape dividers to regulate lines while passengers check-in and board. Since March 2006, passengers flying out of Sheremetyevo have had access to a new service; now, passengers can register for flights at the Savelovsky train station in Moscow and reach the airport on comfortable electric trains. The use of public transportation instead of private cars reduces pollution levels and facilitate traffic on the highways. Aeroflot successfully implemented the SkyTeam standards for passenger and baggage control, which included redefining the parameters for the acceptable amount of luggage and adjusting the definition of carry-on luggage and unregistered luggage to correspond with international standards. Furthermore, special services are available to passengers with disabilities and unaccompanied children. Improvement has also been done on passenger handling during emergency situations, as well as procedures for passenger service during the cancellation/delay of fights or changing components of the aircraft (Denied Boarding Compensation). In order to provide a maximum level of comfort and service, passengers who have Aeroflot Bonus gold cards and passengers who are participants of the SkyTeam loyalty program, Elite Plus, are welcome to use the business class waiting rooms at the airport. Aeroflot Bonus Program for Frequent Flyers In the process of joining the global SkyTeam alliance, Aeroflot concluded contracts with all SkyTeam member airlines regarding their partnership in the Aeroflot Bonus program. This in turn raised the program to an international level, making its loyalty incentives more attractive and competitive on both the domestic and global markets. In the past year, Aeroflot Bonus significantly broadened its network by forming new partnerships with the Oreanda Hotel (Riga), Grand Palace (Svetlogorsk), Palace Berlin (Berlin), Zarya, Irbis, and Golden Apple Hotel (Moscow), the AviaCollection Internet store, the company Service VIP (Moscow), and the company EF Education (Moscow). In cooperation with its partners, Aeroflot Bonus has created a variety of special offers and schemes for program participants, the most successful of which have been the Visa-Aeroflot credit card, offered in cooperation with Sberbank, and the special offers from the company R-Club and the RIXOS hotel chain. Aeroflot’s joint project with Alfa Bank for the issuing of the Alfa-Bank Aeroflot MasterCard Card was initiated in December 2005 and had been widely praised among its participants. The card is offered in Standard, Gold and Platinum formats with a varied points reward structure on all MasterCard expenditures. Within a year of the project’s launch, around 50 thousand Alfa-Bank Aeroflot MasterCard Cards were issued. The project was also highly appraised by the MasterCard payment system and was named one of the winners among the European partners of MasterCard payment system for co-branding for 2006. The project also won the nomination for Best Program Launch 2005/2006. In addition, the Aeroflot Bonus program has earned several well-known, international accolades, including the following highly regarded Freddie Awards: • 1st place for the Best Website; • 2nd place for the Program of the Year; • 2nd place for the Best Member Communications; • 3rd place for the Best Customer Service Number of participants of Aeroflot Bonus program Количество участников программы “Аэрофлот Бонус” 677,165 478,761 In addition, to improvement the control over service quality, a monitoring system was launched with the use of “undercover passengers,” and the ISO 9000 Quality Management System was also introduced. Development will continue in 2007 on the program to introduce new classes of service (Premier, President, Kommersant), as well as on the plan to achieve an average rating that is not below the airline’s rating in 2006 (80-82%). 325,958 242,633 14,394 1999 65,698 2000 110,080 2001 175,626 2002 2003 2004 2005 2006 AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 48 49 In 2006, Aeroflot Bonus also worked to expand its list of services available on program’s website and to introduce various automated services for participants. To accomplish this, the Company plans to update the website with new information about the SkyTeam, launch a new service for emailing information about personal accounts to participants, as well as work with the Sabre Company in order to fulfill SkyTeam requirements. To improve the quality of the Aeroflot Bonus loyalty program, the Company transferred all information services to a single customer service center for information and bookings. The regional service centers are also becoming increasingly popular among program participants, with centers currently located in New York, Frankfurt, Vladivostok, Novosibirsk, and Khabarovsk. In the upcoming year, the Aeroflot Bonus will strive to improve its service quality without slowing the program’s growth. New regional service centers are scheduled to be opened, while the functions of the existing centers will be expanded. The program also plans to improve information services, develop technical support program, introduce new Internet services, attract new partners, as well as create more special offers. Our favorite Aeroflot Brand In the past year, the Company worked to improve in-flight service levels, refine other available services, and update the company’s style in order to reach out to both target groups and the macro media in general. Positive responses from passengers and favorable comments in the mass media confirm that Aeroflot’s efforts have been wellnoted and approved by the public. From June 1 to July 31, 2006, the Company conducted a joint product advertisement campaign for the Visa-Aeroflot Card, issued by Sberbank. The purpose of the advertisement campaign is: to attract new participants to the Aeroflot Bonus program and encourage them to use their cards to collect bonus miles; to strengthen Aeroflot’s image as an airline that offers quality service and satisfies the needs of the modern traveler, making personal, business, and tourists trips around Russia and abroad. In November 2006, the Company began a new image campaign featuring the slogan “Making your world crystal clear!” Previous campaigns had been devoted to building the company’s image as a national airline with international standards: Aeroflot — the people’s company, open and friendly, who loves its passengers and cares about them, staying true to the company’s slogan — “Sincerely Yours!” The purpose of the current image campaign is to assure that Aeroflot is regarded as a reliable, stable, and constantly improving airline. The campaign is also designed to provide reasons why Aeroflot is a good choice of airline. The Company recently launched a new marketing concept — “Globes” — that is being promoted through television commercials, such as “International destinations,” “All Russia,” and “Trust and Comfort with Aeroflot.” The creative concept for the Aeroflot brand encompasses the following ideas and slogans: • Idea: Aeroflot is constantly expanding the geographical coverage of its flights across the country. Slogan: “Travel throughout Russia with pleasure and comfort”; • Idea: Aeroflot is a member of international SkyTeam alliance. Slogan: “Travel with us over the whole world”; • Idea: Aeroflot cares about passengers’ comfort and safety and is replacing its fleet with new aircraft. Slogan: “We strive to be accommodating and reliable.” All aspects of the creative concept focus on the passengers as the main concern of the company. This direction of campaigning is the logical progression from previous image campaigns. Another step in developing the Aeroflot Brand is the AviaCollection project, which allows members of the Aeroflot bonus program to exchange miles for AviaCollection products through the online store. The catalogue of international top brands, exclusive Aeroflot products and fascinating Russian designer items can be found at www.aviacollection.com. Awards for Brand Quality In 2006, the Aeroflot brand received the Grand Prize in the nomination of New Image at the Brand of the Year/EFFIE Competition, becoming the first Russian airline to receive such a high rating. In addition, Aeroflot was named “Superbrand-2006” in the categories of business-to-business (B2B) and business-to-consumer (B2C). This award, which is granted by independent experts from the Superbrands International, recognizes the results of the airline’s notable performance and aggressive branding campaign in consumer and inter-corporate business in Russia. Aeroflot’s work was also commended during the competition for Company of the Year, which has an excellent reputation in Russian business circles. The airline won the award for transportation services and received the title of “Best Airline of 2006.” Furthermore, the organizers of the international tourism exhibit, “Relaxation 2006,” presented Aeroflot with an award in recognition of its “Reliable and stable work.” The Company also received an award as Official Carrier of the 2006 Kremlin Cup, an annual tennis tournament held in Moscow. AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 50 51 Passenger Ticket Sales On the territory of the Russian Federation, passenger ticket sales are carried out by: • the Company’s representative offices in the regions; • agencies in Moscow and the region; • the Company’s own sales offices in Moscow. The largest share of proceeds in Russia comes from the Moscow agencies, which are able to cater to all consumer groups, while the largest share of regional proceeds comes from the regions of Siberia and the Far East. The opening of new representative offices and branches should allow the company to develop its regional network and secure a steady flow of transit traffic through Moscow. The Company’s joining in the SkyTeam alliance has allowed Aeroflot’s sales offices across Russia to rise to a qualitatively new level of service. Aeroflot also participates in regional tourism exhibitions in order to better promote its services on the local markets in Yekaterinburg, Novosibirsk, Khabarovsk, St. Petersburg, Volgograd, Astrakhan, Samara, and Krasnodar. As part of the exhibitions, representatives and employees from the Aeroflot sales departments gave presentations to regional airline ticket agencies in order to endorse Aeroflot’s new product and new level of passenger services. Sales breakdown of regular flights in 2006* Sales location Moscow agencies (including sales through the Transport Clearing Chamber) Earnings, USD mln Growth of earnings, USD mln Growth of revenues, % 896.44 + 199.23 + 28.6 Regional representative offices and supervised regional agencies 278.27 + 73.86 + 36.1 The Company’s own sales offices in Moscow 176.61 + 43.47 + 32.6 1,351.32 +316.56 +30.6 Total: *JSC Aeroflot only. In order to accelerate the development of Russian regions in 2006, Aeroflot opened representative offices in Krasnoyarsk, Yuzhno-Sakhalinsk, Magadan, as well as a branch in St. Petersburg. In addition, Aeroflot’s Board of Directors approved the decision to open other branch in Magadan. Sales breakdown in Russia* Sales breakdown of regional representative offices* Passenger revenue breakdown by sales offices in Russia Passenger revenue breakdown by regions of Russian Federation 6% 11% 66.3% 29% The increased revenues in tickets sales can be attributed to the following: • increased number of corporate clients; • the establishment of the new Sabre Sonic reservation system and its integration with the finance management system AirMax, which has allowed for more effective control over seat occupancy, thereby increasing this factor to 70.1% in 2006 (from 69.0% in 2005). The new technology has also enabled the Company to exceed its forecasted revenue from passenger traffic by UDS 111.8 million (+7.1%). Earnings per seat/kilometer were 4.8% higher than planned. • improvements to the automized management system to properly loading of planes, catering to the growing market demand in the economic classes and maximizing the capacity of the business and first class segments; • development and diversification of sales and information support at the information and reservation center by: – putting into operation a telephone number for taking calls from Aeroflot passengers in Germany; – transferring calls for the Aeroflot Bonus program to 10 specially-designated operators at the information and reservation center; – putting into operation free telephone numbers in 13 regions of the world; – organizing a special group of operators who provide round-the-clock consultation for question concerning online payment and reservation services. The following initiatives allowed the information and reservation center to increase Scheduled passenger revenue breakdown by regions, 2006 6.5% Scheduled cargo revenue breakdown by region, 2006 2.2% 1.6% 8.4% 18.5% 21.4% 42.2% 20.6% 7.4% 0.2% 38.4% 15% 29% 13.1% 16% Moscow agencies Regional agencies Company’s own offices *JSC Aeroflot only. Siberia Far East North West 23% Urals Krasnodar Volga region Europe from/to Moscow Domestic flights Asia from/to Moscow North America from/to Moscow Other international flights Other international flights from/to Moscow 24.2% Asia from/to Moscow Europe from/to Moscow Domestic flights Other international flights North America from/to Moscow Other international flights from/to Moscow AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 52 53 their total earnings to USD 42.64 million. • selling discount tickets through promotional campaigns, such as “Spring 2006,” “Second World War Battlefields,” and “Fall 2006,” which helped to attract an additional 34,51 thousand passengers; • the development of sales through the Internet, which has allowed for a tenfold increase in the number of tickets reserved on the website throughout the financial year, with the price of the web segment lowered by 2.5 times, while the share of online payments for increased to 50% of ticket sales. For the accounting period, around 40 thousand tickets totaling USD 4.5 million were sold through the website, including USD 3 million just from November-December. The website is available in six European and two Asian languages; additional services include hotel and car rental reservations across the whole world. The implementation of an Internet bookings system has enabled both a growth in passenger ticket sales and a decrease in operational costs. Ticket sales abroad were carried out in the following ways: • directly in the representative offices of the airline; • through the BSP/ARC system of neutral agents; • by official agents and firms having direct agreement with Aeroflot; • thought the Internet. In 2006, the total revenue from ticket sales abroad increased by 12.7%, as compared to 2005. The Company’s own ticket sales on international markets are conducted by the Company’s 73 representative offices. In order to increase its presence on the international market, Aeroflot opened a new representative office in Hannover (Germany) in 2006. In 2006, Aeroflot continues its work to activate ticket sales through the Billing and Settlement Plan/Airline Reporting Corporation System (BSP/ARC), which allows for coordinated bookkeeping between agents and airlines. Aeroflot joined the BSP in Ukraine and is currently working on joining the BSP in Israel, Thailand, and Sri- Passenger revenue Sales breakdown onbreakdown international generarated by sales offices market 18% 53% 29% BSP/ARC Official agents Representative offices Lanka. According to the year’s figures, earnings from tickets sales though this channel grew by 15.6%. The Company also reconsidered its terms of cooperation with 263 official agents. As compared to 2005, the total earnings from official agents grew by 9.0%. At the same time, the agents’ commission fees were cut down, so that the base level of commission fees lowered from 7.4% in 2005 to 7.0% in 2006. Internet sales were introduced in 2006, thereby creating and effective and mobile sales instrument that is available 24 hours, 7 days a week. Online ticket payment (using a credit card on the website) provided 40% of the earnings from online sales. Aeroflot’s joining the global SkyTeam alliance and the increased standards of service quality has attracted a new sector of passengers. As such, the growth of earnings from passenger tickets sales on the flights of SkyTeam partners was 108% up from 2005. IT Development Effective business in such a high-technology industry as the airline business would be inconceivable without modern IT solutions. Accordingly, in 2006, Aeroflot worked together with the consulting company Accenture to develop an IT Development Strategy for the Company in 2006–2008. The most important objective for developing this area is preparing the Company for the introduction of online ticketing technology. In 2006, the technical and regulatory preparations were completed for the issuance and complete functional use of e-tickets. In January 2007, legislative acts permitting the use of e-tickets in Russia came into force, and in March 2007, Aeroflot began to issue e-tickets, beginning sales abroad through interline partners. A major landmark in the company’s technological development was the introduction of the Sabre automated booking system. Thanks to the program, the yields of Aeroflot ticket sales offices appreciably increased in 2005 (by more than 30%). Moreover, on account of the automatic management system, the Company managed to receive an additional profit of USD 20 million. One of the conditions for Aeroflot’s entrance in SkyTeam was the integration of its IT-system with the systems of other SkyTeam members. As such, throughout 2006, the Company installed the required functions, including a function to allow SkyTeam members to see each other’s bookings in the Sabre reservation system, as well as a function to convert the bonus points of various SkyTeam partners’ frequent flyers. In 2006, significant work was made on establishing a fully functional service for online ticket sales. The Company initiated its online reservation and payment ser- AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 54 55 vice for countries in Europe, North America, and Southeast Asia, with the website available in Russian, English, Spanish, Japanese, German, French, and Italian. As a result of the website, around 40 thousand tickets for a total of USD 16.8 million were sold in the financial year, with the following results obtained: • the number of reservations through the Company’s website increase tenfold throughout the year; • there was a steady growth rate (5% per week) of the number of paid online reservations; • by the end of the year, the number of tickets purchased online represented 50% of all tickets sold through the Internet (in June 2006, it was a mere 22%). Considering the achieved level of sales and the growing number of paid online reservations, the Company is confident that this type of sales will continue to grow in 2007. Aeroflot continues to actively introduce modern technologies that can help reduce the check-in time for passengers at the airport. Since 2006, six passenger self-registration desks have been operating in terminals 1 and 2 at Sheremetyevo airport, allowing passengers to independently register, chose their seats, and print their own tickets. However, at this early stage, the desks may only be used by passengers who are not checking luggage and by passengers traveling to countries where it is not required to register on the APIS (Advance Passenger Information System — a system with additional information about passengers to be used by customs and border control services in the country of arrival). The company also began to install automatic registration systems for Aeroflot flights in airports of the Russian Federation. In 2006, the automatic registration system was introduced in airports in the following 10 cities: Anapa, Barnaul, Vladivostok, Volgograd, Yekaterinburg, Irkutsk, Kaliningrad, Kemerovo, Omsk, and Chelyabinsk. In 2007, this list will grow to include airports in St. Petersburg, Astrakhan, Perm, Krasnoyarsk, Krasnodar, Tyumen, Mineralye Vody, and Ufa. The SAP R/3 accounting software system has also been put into operation, with prep- Growth performance of online bookings and ticket sales in 2006, per one ticket per one ticket air ticket 12,502 booking 8,081 7,116 468 156 u ary Jan 1,961 987 Feb r y uar 1,994 1,909 1,128 1,057 rch Ma il Apr 2,350 2,514 1,362 y Ma 3,346 4,695 10,541 7,107 3,133 5,425 3,735 2,313 2,224 1,699 e Jun July ust Aug ber r ber ber em em obe Oct nov dec tem sep in september, the “days of happy tickets” promotional deal was offered . in november, there was a sale for tickets “only through the internet” . arations being made to increase the system’s functions by introducing new SAP R/3 modules. Likewise, the first stage of the project to create an integrated corporate system application, built with IBM Websphere, has also been completed. Quality Management One of Aeroflot’s main priority in 2006 was to continue the Company’s compliance with IOSA standards (IATA Operational Safety Audit — an international operational safety audit), as well as introduce a Quality Management System (QMS) throughout the company’s subdivisions. After undergoing a certification audit and eliminating any detections of discrepancy in March 2006, Aeroflot became the first Russian airline to be included on the IOSA register. Adherence to the required international standards for operational safety is the most important criteria for guaranteeing the quality and security of Aeroflot’s services. Aeroflot had to successfully pass the IOSA audit in order to join the SkyTeam alliance and attract new partners for the code-sharing agreements. The benefits of implementing the IOSA standards are as follows: • the airline’s reputation as a safe and reliable carrier on the international market is enhanced; • Aeroflot’s adherence to IOSA regulations is taken into account during the complex process of appraising risks and calculating insurance premiums for the next policy period, which thereby results in lowered insurance premiums for the Company; • the number of audits conducted by partner companies is reduced, thereby lowering the amount paid for auditing services, as well as curbing the level of distraction faced by personnel during audits. As a result, for just external audits alone in 2006, the Company saved around 100 thousand euro. AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 56 57 In 2006, Aeroflot continued its work on installation of a quality management system in the subdivisions of the Company’s marketing segment. In June 2006, these divisions underwent QMS audits and received certificates of compliance with ISO 9001–2000 standards, which were issued by TUV CERT certification agency. During the same period, all subdivisions of Aeroflot’s production segment successfully underwent an observation audit, which confirmed the validity of the certificates and the production segment’s compliance to ISO-9001-2000 standards. Overall, these certificates help bolster the competitive advantage of Aeroflot during tenders for services rendered by outside companies. Since training personnel in the ways of quality service needs systematic improvement, an educational program was developed under the title “Quality Management System and ISO-9000 Standards.” The program is held at Aeroflot’s personnel training base. The main priorities for 2007 are as follow: • ensuring that the production activities of Aeroflot comply with the requirements for the second edition of IOSA standards. An audit should be conducted to confirm the airline’s adherence to IOSA standards and make certain that Aeroflot maintains its place on the register of IOSA-approved operators, as these also are necessary requirements for Aeroflot’s membership in the IATA and SkyTeam: • preparing the airline’s subdivisions for an international quality certification audit to prove compliance to IS0 9001-2000 requirements and obtain a single certificate for Aeroflot. SkyTeam Alliance After fulfilling all the SkyTeam admission requirements and successfully passing the Alliance’s commercial audit on April 14, 2006, Aeroflot became the tenth full-fledged member of SkyTeam. Throughout the year, all divisions of the airline worked to become better integrated and prepared to uphold the SkyTeam standards. The following agreements were concluded with the SkyTeam airlines: • bilateral agreements for joint operation (code-sharing); • agreements for the mutual acceptance of tickets, including e-tickets (interline); • bilateral agreements for the frequent flyer programs (FFP). The Company now participates in the following joint initiatives of the SkyTeam: • electronic services offered through self-registration desks and on the airlines’ websites; • overall services quality development; • creating a database to track passengers’ miles for the frequent flyer program; • cancellation in the event of a delay, or over-booking of a flight, offering compensation that can be used on any SkyTeam airline; • the “Ambassador” program, a special training for personnel who work directly with passengers (front-line personnel), while maintaining SkyTeam standards; • 2D barcodes on boarding passes; • easy flights transfers; • the project “Global Meetings,” designed to attract participants of major international events; • SkyTeam’s global corporate contracts; • shared accommodations in airports, which allows airlines to significantly lower operational expenses at the major airports in the world. The first agreement has already been signed between the SkyTeam and Heathrow Airport (London), according to which SkyTeam air traffic will be placed all together in terminal 4 in 2008–2009. The system of cooperation through code-sharing agreements is planned to be broadened in the near future, and in 2007, Aeroflot’s code should appear on the flights of the following airlines: • Alitalia: from Rome/Milan to destinations in Italy, Africa, North and South America; • AirFrance: from Paris to destinations in France, Europe, Africa, and South America; • Delta, Continental, NorthWest, KLM: from New York and several European points to various destinations within the USA. Participation in the Safety, Security & Quality Functional Executives (SSQ FE Council) The cooperation and coordinated work between SkyTeam members is made possible only by members’ participation in the semi-annual meetings of the SkyTeam’s Safety, Security & Quality Functional Executives (SSQ FE) Council, as well as monthly telephone conferences. In the period between general sessions, SSQ FE Council members actively exchange information through individual telephone conferences. On September 2006 in Montreal, Aeroflot participated in a session of the SSQ FE Council for the first time. The SSQ FE Council’s main areas of focus and the functions of its subgroups are as follows: • Operational Safety Functional Expert Group (OSFE): – appraising operational risks; – implementing a strategy of risk management; – monitoring the Safety Management System (SMS) for flight safety; – observing the five priorities of flight safety; • Aviation Security Functional Expert Group (ASFE): – monitoring the Security Management System (SMS) for aviation security; – standardizing aviation security regulations; – conducting risk analysis; AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 58 59 – exchanging intelligence information; – establishing responsive measures in the event of security threat or terrorist act; • Emergency Response Functional Expert Group (ERFE): – organizing mutual aid in the event of an emergency; – organizing line stations for general use; – periodic trainings to prepare for emergency situations (LERAP); • Operational Review Functional Expert Group (ORFE): – maintaining an order and process of supervision in accordance with IOSA standards; – ensuring that all SkyTeam members are currently registered under the IOSA and they successfully complete all IOSA audits and registration requirements; – monitoring the IOSA registration status of SkyTeam members and their partners; – cooperating with the supervising council of the IOSA (IOC). Iimplement its strategic development plan, which aims to attract more transit flow and increase the service quality for passengers. The future terminal complex will include: • the terminal building, built to serve 9 million passenger per year, with the possibility of increasing passenger flow to 12 million passengers per year; • a multi-level parking garage with 2,800 spaces, as well as an opening parking lot for 560 automobiles; • internal networks and extranets; • road system; • ramp and taxiways, calculated to hold 32 parked aircraft. Construction is scheduled to be completed at the end of 2007. According to a resolution by the ICAO, beginning in 2008, all airlines are required to introduce a Safety Management System (SMS) for flight operation. As a result of this decision, SSQ FE Council commissioned a group of experts in the field of operational flight safety to study the materials about the SMS that have been published by the ICAO, IATA, FAA USA, and other authorities. The experts are also to prepare recommendations for the SkyTeam’s members on how to implement the SMS system in a way that will satisfy future global requirements. The preparations of materials and recommendations should be completed by mid-2007. Sheremetyevo-3 Airport Terminal Complex A key factor in strengthening the competitive position of Aeroflot is the creation of a new transport-transfer zone at the Sheremetyevo airport. The new terminal will provide easy flight transfers and high standards of service. This project will help the Company More than 50% of building and over 40% of the parking areas are ready, while the outfitting of the interior spaces of the terminal is beginning. The main architectural feature of the complex is a 17-meter wide dome. The project also includes the installation of an advanced baggage-processing system, which is being installed by one of the world’s leading manufactures, who has experience installing such systems in 16 airports around the world. In the future, terminal 2 and 3 at Sheremetyevo airport will be connected to the center of Moscow by a railway line. The builder of the project is OJSC Terminal. In June 2006, Aeroflot concluded a sales agreement for the shares of Terminal to Vneshtorgbank and the Vnesheconombank (see Appendix, List of Major Transaction and Deals with Interested Parties). In addition, in accordance with the existing agreement, Vneshtorgbank and the Vnesheconombank will open a credit line to Terminal for a sum of USD 475 million dollars for a period of 13 years. According to this agreement, Vneshtorgbank will provide USD 264 million and the Vnesheconombank will provide 211 USD million. Business of Aeroflot Subsidiaries As of the end of 2006, Aeroflot was a member of 29 commercial and non-commercial organizations. Overall, the year 2006 is characterized by the growth of the net assets of the majority of Aeroflot Group enterprises, particularly OJSC Terminal (builder of the Sheremetyevo-3 airport terminal complex). In 2006, Aeroflot approved the strategic goals for cooperation with its subsidiary companies, the most important of which is the collective effort to develop air traffic in Russia. AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 60 61 The strategy for cooperation with subsidiary companies is aimed at the following: • increasing the capitalization of the group; • decreasing certain expenditures; • increasing return on investment. Hotel Operations Novotel-Sheremetyevo-2, the hotel owned by CJSC Sherotel and managed by the French firm Accor, kept its leadership of the Moscow hotel market in 2006 with 92.02% occupancy rate. Air Traffic The biggest share in profits from room rental at the hotel is from individuals (26%), followed by non-Aeroflot air crew (22%), Aeroflot air crew (14%), tour groups (16%), corporate customers (11%), seminars (7%), tourist agencies (2%), and delayed flights and transit (1%). Subsidiaries providing air carrying services are Aeroflot-Don, Aeroflot-Nord, AeroflotPlus and Aeroflot-Cargo. The main volume of services is provided by Aeroflot-Don and Aeroflot-Nord. Aeroflot-Nord carried 875,300 passengers in 2006, of which 65,500 on international flights and 809,800 on domestic flights. Principal company routes included: Arkhangelsk-Moscow; Moscow-St.Petersburg; Moscow-Simferopol; Moscow-Samara; Moscow-Ekaterinburg; Moscow-Chelyabinsk, and others. In addition, regular flights have begun to Krasnodar, Magnitogorsk and Perm. New regular flights began to run to Moscow-Naryan-Mar, Petrozavodsk-Solovki. The number of flights to Moscow-Murmansk was increased. The flight network, offered by Aeroflot-Don did not change significantly in 2006, and included the following main routes: Rostov-on-Don-Moscow; Moscow-Murmansk; Moscow-Sochi; Moscow-Dnepropetrovsk; Rostov-on-Don-Frankfurt; Rostov-onDon-Tashkent, and others. The company carried 588,200 passengers in the course of the year, of which 170,200 on international flights and 418,000 on domestic flights. Aeroflot-Plus offers VIP charter flights. Revenue from this segment in 2006 was USD 2.944 billion, which is 17.9% more than in 2005. Operating costs increased by 14.1% to USD 2.579 million. As a result operating profit increased by 53.3% to USD 364.9 million. Revenue from hotel business in 2006 was USD 22.0 million, which is 14% more than in 2005. Operating profit of USD 7.2 million in 2006 was 36% higher than in 2005. Principle Subsidiaries of Aeroflot Group and the Nature of Their Business Airlines OJSC Aeroflot-Don (passenger traffic) CJSC Aeroflot-Nord (passenger traffic) CJSC Aeroflot-Cargo (cargo traffic) CJSC Aeroflot-Plus (business traffic) Providers of air and ground-based services rendered to passengers OJSC Terminal (Sheremetyevo-3) CJSC Aeromar (catering) LLC Airport Moscow (cargo handling) CJSC AeroMASH (aviation security) CJSC TZK Sheremetyevo (fuel trading company) CJSC Aerofirst (duty free retail) CJSC Sherotel (hotel) In-flight Catering The Aeroflot subsidiary, Aeromar, specializes in preparation and sale of in-flight meals for airlines. LSG Sky Chefs, the global leader in airline catering, is an Aeromar stake holder. Aeromar controls 90% of the market for in-flight meals at Sheremetyevo Airport. Aeromar made 9.9 million in-flight meals during 2006, which is 6.4% more than in 2005, and served 60,908 flights (11.7% more than the year before). Revenue in 2006 from in-flight catering was USD 58.8 million, which is 42% more than in 2005. Operating costs increased by 6.2% to USD 49.9 million. Operating profit was USD 8.9 million. CJSC ZAO DATE (business-class facility) Transnautic Aero GMBH (cargo agent) Financial, telecommunications, OJSC Moscow Insurance Company (insurance) logistics, and personnel Non-state pension fund Social Partner (pensions) training providers for Aeroflot Aviabusiness (flight crew training) LLC Avia-leasing (leasing company) S.I.T.A. (telecommunications provider) CJSC TKP (clearing) LLC EMS Garantpost (express mail) AEROFLOT ANNUAL REPORT 2006 Business Results in 2006 62 63 OJsC dalavia Priority Projects with the Companies of Aeroflot Group in 2006 OJsC Aeroflotdon Aeroflot has increased its ownership to 100% of stock capital Merger of Airlines of the Far East Region on the Basis of Aeroflot OJsC vladivostok Avia OJsC sakhalin Airlines CJsC AeroflotCargo Business operations running since 01.11.2006 Program underway to update aircraft fleet CJsC Aeroflotplus Decision made to obtain a license for the operation and development of VIP air traffic business increasing the authorized capital stock of JsC Aeroflot Mechanisms of Consolidation exchange of state funds of the airlines of the Far east for newly issued shares of Aeroflot OJsC terminal CJsC Aeromar CJsC AeroMAsh to increase the availability of air transport for the population Agreements being prepared concerning the joint use of space in the future Terminal 3 at Sheremetyevo airport to create a competitive transportation hub in the Far east and to attract international transit traffic CJsC sheremetyevo Airport CJsC ZAO dAte Project goals to ensure effective air transport communications in the region, the employment of highlyqualified staff, and the protection of the social stability in the region CJsC sherotel Construction underway on a new modern hotel building to increase the tax returns into the budget on all levels npF social partner A project to reorganize the pension funds is underway in order to consolidate assets and strengthen clients’ protection under pensions to simplify the management of government assets and increase their value The development strategy for the Aeroflot Group in the upcoming year mainly entails developing the market of domestic passenger traffic and attracting a greater flow of transfer passengers. In 2006, Aeroflot’s Board of Directors approved a project to consolidate the various enterprises of Russian civil aviation. The first stage of the project is to integrate the airlines of the Far Eastern Federal Region in order to make them into one big competitive airline. The project is scheduled to be completed by 2009. Kamchatka 67 4 main RISKS AND RISK MANAGEMENT Risk management As the largest competitor on the Russian aviation market, Aeroflot is subject to all the risks inherent to the industry. The main risks that had a particularly significant impact in 2006 are as follows: • severe competition; • increase in prices of resources and services required by airlines; • seasonality of the business; • national and regional risks; • legal risks; • increased operational risk for transport. Industry Risks The competitive situation on the Russian aviation market is characterized by two features: reduction of presence of Russian airlines and increase in the amount of foreign airlines, whose activity on the Russian market has distinctly risen up. That’s why Aeroflot is focusing on the quality of its services, expansion and efficiency of route networks, cooperation with reliable partners and agents, as well as a rebranding program. There was a visible growth of prices of airline resources and services in 2006. First of all it’s connected with the rise of prices of services from natural monopolies such as jet fuel providers, aircraft repair facilities, air navigation systems, and airports. Accordingly air ticket prices increased, which forced Aeroflot to raise the fuel, airport and air navigation components of its prices. The seasonal nature of the airline business comes from dependence on the amount of potential passengers throughout the year. Aeroflot adapts its route network to seasonal market trends in the best possible way and holds a flexible tariff policy. National and regional risks, which appear mainly when dealing with international flights, include local armed conflicts, political instability, and natural disasters. Aeroflot considers the analysis of such factors to be of great importance. In the event of a safety threat, responsive measures are as follows: suspension of flights to some countries, changing routes, providing higher safety measures, and stricter sanitary and epidemic control. AEROFLOT ANNUAL REPORT 2006 RISKS AND RISK MANAGEMENT 68 69 Among the potential legal risks are severe changes in Russian and international aviation regulations, tax and currency legislation, and licensing requirements. At present several international conventions regulating air transport activities are being amended, while Russian legislation is constantly changing. Aeroflot plays an active role in improving the Russian Federation legislation. Thus in 2006 following the initiative of the Company, several changes were made in the federal law entitled “On Currency Regulations and Control.” Representatives of the airline also participated in the development of the project to amend the Air Code of the Russian Federation, focusing on the clauses that concern the responsibility and insurance of air carriers. The increased operational risks in the transport industry are mainly connected with flight safety, aviation security, operational reliability of equipment, and the qualifications of personnel. Aeroflot pays close attention to creating of a complex system to monitor operational risks. Preventative Measures in Operational Risk Control ICAO regulations and IATA standards require that airlines take a systemic approach to providing flight safety and aviation security. Aeroflot has developed a risk management system with the following goals: • determine the Company’s risks in relation to flight safety; • assume corrective measures to maintain an acceptable level of flight safety; • continually monitor and regularly assess the level of flight safety; • take measures aimed at constant improving the overall level of flight safety. Special attention is paid to the influence of the human factor on flight safety. The basic factors for reduction of this risk include: • creation of a system for training different categories of specialists on how to reduce the influence that the human factor has on the execution of official duties; • development of a personnel motivation system and perfection of personnel training; • maintaining the professional aptitude and high level of efficiency of personnel. The success of the Company’s work in creating a risk management system to guarantee flight safety and aviation security was confirmed by independent auditors, who appraised Aeroflot for the IOSA certification in 2006. Operational Risk Control Program for Aeroflot Operational Risk on Air Transport Insurance Programs Insurance, as one of the risk management instruments, allows to transfer a part of Aeroflot’s risks to external financing. The complex system of insurance coverage can be divided in to two components: aviation and non-aviation. Prevention Reducing Financial Consequences Flight safety risk management insurance standards and requirements Aviation security risk management Aircraft hull and liability insurance human factor risk management posing a claim to a guilty party Aircraft maintenance risk management sharing risk among partners Aircraft ground handling risk management Crisis management AEROFLOT ANNUAL REPORT 2006 RISKS AND RISK MANAGEMENT 70 71 Aviation Insurance As leading international air carriers, Aeroflot considers a reliable passengers and airline insurance protection one of the Company’s main obligations. Aviation insurance includes Aircraft Hull Insurance and Third Party, Passenger, Cargo, Baggage and Mail Legal Liability Insurance . These types of insurance are not only a will of the airline to minimize its risks, but also are requirements of civil aviation authorities, Aeroflot partners and counterparties, both in Russia and abroad. Aeroflot’s positioning on the international aviation insurance market and the creation of a positive Company image allow to gain steady lowering of Aircraft Hull and Legal Liability Insurance rates. Reduction of Aviation Insurance Premiums by Policy Periods* Type of Insurance Non-Aviation Insurance Aeroflot insures its real estate, hull and legal liability risks for auto transport, and has other types of insurance to secure the company’s business activities. More than that in terms of insurance for personnel, the company offers social guarantees, as well as protection and operating safety for its employees. In the total insurance packet, there is voluntary medical insurance for Aeroflot employees and their families, professional disablement and accident insurance for flight crew and technical maintenance staff, and insurance for employees flying on business trips abroad. There are also medical insurance programs for Aeroflot representatives and their families who are located abroad. Policy Period 2004-2005 in comparison with 2003-2004 2005-2006 in comparison with 2004-2005 2006-2007 in comparison with 2005-2006 Aircraft Hull insurance for foreign made aircraft (including IL-96s and spares) –24.8% –21.7% –25.8% Third Party, Passenger, Cargo, Baggage and Mail Legal Liability Insurance –11.5% –0.9% –11.9% * Aeroflot’s policy period begins July 2 of the current year and is valid for a year. In the last four years, the Aircraft Hull Insurance rate for foreign made aircraft and IL-96s reduced by 2.16 times. Legal Liability Insurance rate decreased by 1.4 times for international flights and by 1.3 times for domestic flights. The total reduction of aviation insurance costs in last four years comes to 39.2%, while the overall industry figures, which determine insurance costs, grew during this period. Financial Risks The financial risks that airlines face can be divided into two categories: price risks and credit risks. Aeroflot singles out three basic types of price risks that are induced by market price and interest rate fluctuations: • changes in aviation fuel prices, which account for the largest part of the airline’s budget; • changes in exchange rates; • changes in interest rates. In 2006, Aeroflot continued its efforts to hedge risks associated with the purchase of aviation fuel. The company concluded non-deliverable option contracts for aviation kerosene on the St. Petersburg Stock Exchanges in order to enable a better financial and budgetary planning. Aeroflot operates flights to 47 countries, securing Third Party, Passenger, Cargo, Baggage and Mail Legal Liability Insurance as required by the aviation authorities of foreign governments, as well as by the SkyTeam and codesharing partner airlines. Aeroflot’s combined single limit for liability insurance is USD 900 million. It’s is the maximum sum that will be paid to passengers, third parties, cargo/baggage/mail owners if an incident occurs. Aeroflot has voluntarily set the combined single limit for passengers, third parties, cargo/baggage/mail owners for domestic flights higher than it is required by Russian legislation. Aeroflot’s aviation insurance is provided by OJSC Moscow Insurance Company. The re-insuring of risks is provided by the leading insurance companies in Great Britain, France, Germany, and Switzerland, that are all world leaders in aviation insurance, with a high reliability ratings. Insurance Expenses Aeroflot in 2006 1.2% 1.5% 4.2% 72.1% 21% Aviation insurance Auto transport insurance Medical insurance Other types of insurance Professional disability and accident insurance AEROFLOT ANNUAL REPORT 2006 RISKS AND RISK MANAGEMENT 72 73 Liquidity, currency and interest rate risks are most relevant to airlines as regards the ratio between currencies used for company accounting purposes, payment/revenue currencies; currencies, in which cash moves between company bank accounts, and currencies, in which sales are made and bills are presented. Risks are inevitable in view of a large number of Aeroflot representative offices abroad. The Company was able to achieve a balance in its currency position due to the new methodology for calculating that position and the introduction of an internal exchange rate within the company for ticket sales inside Russia. Credit and leasing agreements present the main interest rate risks for the airline, as such agreements use a variable interest rate that is adjusted according to changes in LIBOR rates (London Interbank Offered Rate). In view of the individuality of each contract (agreement), the standard stock instruments for hedging interest rate risk do not satisfy the requirements of the airline. According to the decision of the Financial Committee, Aeroflot is currently reviewing the possibility of concluding a general agreement to use derivative instruments on the OTC (over-the-counter) market, which will satisfy the Company’s requirement for non-standard hedging instruments for each individual agreement. At present, new leasing agreements for aircraft allow the floating exchange rate to be fixed. In order to reduce credit risk for the organization of passenger ticket sales and non-fulfillment of transactional obligations to the Company by debtors/counterparties, Aeroflot sets minimum deposits for ticket blanks, uses standardized bank guarantees, and sets different limits for different credit organizations as regards to bank guarantees issued to customers of those banks who are ticket agents for Aeroflot. The Company’s financial risk was substantially reduced by the introduction to the new Sabre reservation and sales system, new paperless technologies for tickets sales, such as online ticket sales. The Company will be able to improve developing e-ticket sales operations and thereby reduce financial risk once the Russian legislation concerning e-ticketing is amended in 2007. Aeroflot maintains its efforts to properly share responsibility and obligations between the Company and partner airlines in regards to accident and third-party risk insurance and civil liability. These efforts are aimed to reducing the likelihood of non-fulfillment or inadequate fulfillment of obligations under bilateral commercial agreements with partner airlines. So, along with the existing standards for third-party risk insurance and civil liability of subsidiary companies, similar standards were determined and approved in 2006 for Aeroflot’s partner airlines. Volga 77 5 SOCIAL DEVELOPMENT Aeroflot’s business imparts certain social obligations on the Company. In 2006, Aeroflot Group carried 8.7 million people to various points on the planet, with Company planes operating more than 100 routes. With a global scope of work, the airline fully realizes how interconnected and interdependent the modern world is and how important it is to build a responsible business in it. Personnel The formation of an effective system of cooperation within the airline, which contributes to the company’s competitive edge, is currently one of the main goals of Aeroflot’s corporate policy. The conception of the airline’s company and social policy focuses on the following three factors: • encouraging efficiency in the workplace; • personnel training and development; • an effective social policy. The increasing role of the human factor in the modern business world has demanded a new approach to personnel management. Accordingly, the airline’s management considers the following to be the most important measures in this regard: • personnel development; • training to give employees a full understanding of the company’s priority tasks, mission, goals, and role in the Russian and international economic arena. The directors of all divisions of the airline integrate their activities in a general system of company management. This system is focused on individual work, the development of incentives, and other factors that influence an employee’s relationship to his/her work. The system also provides for the continual professional growth of employees and noticeably improves the quality of employee services and social benefits, including retirement pension plans. The Company widely uses both material and non-material types of incentives. In 2006, for example, several hundred employees were selected to receive awards. As such, 166 people received the medal for Best employee of Aeroflot; 421 received the Aeroflot Certificate of Honor, and another 12 people were entered in the Aeroflot Book of Honor. My dear friend! I am happy that we will soon embrace again and remember the days of our youth in battle. By the way, in honor of Victory Day, Aeroflot is granting veterans free passage! AEROFLOT ANNUAL REPORT 2006 SOCIAL DEVELOPMENT 78 79 In the financial year, Aeroflot’s human resources management, for the second year in a row, was a winner at the 2nd All-Russian Competition for the Best Russian Human Resours Service — 2006. Number of Aeroflot Group Personnel 2006 2005 17,503 17,064 14,717 14,871 OJSC Aeroflot-Don 1,072 1,137 CJSC Aeroflot-Nord 1,427 1,056 CJSC Aeroflot-Cargo 287 – Catering (CJSC Aeromar) 1,084 1,060 316 323 93 62 18,996 18,509 Airline including JSC Aeroflot Hotel (CJSC Sherotel) Others Total The average monthly salary of Aeroflot personnel in 2006 totaled 34 thousand rubles, while the average age of employees is 42. Development of Corporate Philosophy The following tasks were implemented in 2006 to develop Aeroflot’s corporate philosophy: • a work group was created, comprising of consultants, SkyTeam ‘ambassadors,’ brand supervisors as well as the people in charge of implementing the Care Quality Management and Training Program; • a platform for discussing the corporate philosophy within the company was created on the basis of the Aeroflot Corporate Club; • training in the corporate philosophy was provided for employees from 11 divisions (more than 140 people), as well as for the company’s senior staff; • a corporate film, conveying the value of the Aeroflot brand, was produced. The company’s upcoming plans for the development of the corporate philosophy include: • the publication of a dictionary of aviation terms and information materials for new and existing company employees; • improvement on the system of personnel incentives and certifications; • the inclusion into the professional training programs of personnel who work directly with the corporate philosophy. Professional Training and Raising the Qualifications of Employees The professional training and development of personnel in 2006 was carried out in two programs: • professional training programs for flight and technical staff, cabin crew, and ground control personnel; • improving the qualification and certification levels of personnel. Average salary, thousand rubles Средняя заработная плата (тыс. руб.) 34 .0 30 .1 19 .4 22 .4 25 .4 16 .3 2001 2002 2003 2004 2005 2006 AEROFLOT ANNUAL REPORT 2006 SOCIAL DEVELOPMENT 80 81 In 2006, the Aeroflot Training Center for Aviation Personnel (TCAP) organized and conducted 983 training events to raise the qualifications, re-train and orientate personnel, including: • 126 — for flight staff; • 263 — for engineering-technical personnel; • 291 — for cabin crew; • 212 — for ground control personnel; • 91 — language training. Aeroflot’s transition to the Sabre booking and sales system required that personnel to receive additional training. In 2006, 267 company employees underwent the training programs “Reservations and ticket-printing in the Sabre system” and “Registration of electronic airline tickets in the Sabre system.” The training programs were conducted at TCAP, instead of at an outside center. This decision allowed the company to lower their expenditures on training and forced them to raise their in-house training program to a higher level. To further perfect Aeroflot’s quality service, a training program “System Management of ISO Series 9000 Quality and Standards” was organized for 131 company employees. The program was also conducted at TCAP. In 2006, to further train and improve their qualifications, Aeroflot employees actively attended outside educational institutes. The selection of civil aviation institutes for employee training is largely determined by flight safety requirements. These training bases were presented by: • Center for Further Training of Air Transport Personnel at the Moscow Civil Aviation Institute, where 15 company employees were trained; • Institute for Senior Staff and Specialists at the St Petersburg Civil Aviation Institute, where 19 company employees were trained. Following Aeroflot’s admission into the SkyTeam, company personnel underwent training on how to use the alliance’s various programs and uphold the SkyTeam standards. As such, 117 Aeroflot employees had studied the program “Service oriented on the brand,” 290 employees had studied the program “Assisting with ticketing operations,” and 87 airline employees were trained in foreign languages, with 50 studying Chinese and Korean and 37 studying English. IATA study courses were organized for 3 Aeroflot employees (at the IATA Training and Development Institute), while another 9 people had studied economics and advanced manufacturing sciences at the Center for Modern Technologies and Standards in Aviation at the Moscow branch of the IATA Studies Center. In addition, 36 senior staff members and specialists at Aeroflot had studied at Air France Consulting. Labor SAFETy In 2006, the company’s labor and environment protection services were reorganized, the supervision of the test laboratory that is responsible for supervising the work space was changed, and a special Service for Production Control was created. Throughout the financial year, this Service conducted scheduled tests of work spaces and equipment, evaluating their compliance with the requirements and norms for labor protection. The Service monitors the condition of ventilation and sanitary systems, appliances, machinery, and the mechanisms for protecting employees, both individually and collectively. The Service also supervises the observance of federal and other regulations for labor protection, such as instruction in the work place to protect employees, both according to their profession and type of performed work. The Service also ensures that equipment, machinery, and other mechanism are routinely serviced and inspected. Furthermore, great attention is given to the training and testing of employees who occupy high-risk jobs (crane operators, riggers, electricians, machine drivers, and others). In correspondence with the Program for manufacturing Control, planned medical, sanitary, and hygienic checks were conducted. Periodic medical examinations are conducted at Aeroflot’s base medical center. In December 2006, Aeroflot presented a new form of work clothes for employees of ground services, as well as new designs for the uniforms of flight and cabin crews, created by the prominent Russian designer Viktoria Andreyanova. The Company regards the new uniforms not only as an important element of the Company’s brand and image, but also as functional clothing that needs to be practical and suitable for the particular work environment. For this reason, modern, thermo-insulated material was used, making the new uniform comfortable, but at the same time durable and warm. Social responsibility Aeroflot is traditionally recognized for having outstanding social programs for its personnel. The company’s efforts in this respect were officially recognized when the company won the All-Russian Competition for Efficient Corporate Social Policy in the nomination for “Best Implementation of Social Programs.” In 2006, the following measures were taken to develop the company’s social programs: • Resort facilities for the health and wellness of employees and their children: 1,857 Aeroflot employees were treated at sanatorium facilities, while 648 children of airline employees were treated at pediatric sanitary-health centers. • Housing Assistance: The Company provided special-purpose interest-free loans to 22 employees for a total sum of 14.2 million rubles; other material help in the total sum of 2 million rubles was granted to 57 employees who requested it. • Private pension schemes: 461 individual contracts for private pension schemes were concluded; 372 applications from former workers of the Company were reviewed, with 358 applicants receiving private pensions; pension plans were recalculated for 39 employees. • Transport and other privileges: the company provides employees’ transportation to work on 22 buses, making 97 trips a day, which helps to relieve the strain on the city’s transport infrastructure and the toll on the environment; company workers receive discounted rates for children’s preschools; food services for company employees were organized. AEROFLOT ANNUAL REPORT 2006 SOCIAL DEVELOPMENT 82 83 • Recreational and sporting events: Aeroflot representatives have competed in the Ski Racing World Cup (Italy), Orienteering World Cup (Austria), World Hockey Tournament (Bangkok), the international football tournament between the world’s airline companies (Prague), the International Issyk-Kul Sports Games, the major football tournament Delovaya Rossiya, and a major volleyball tournament (Zelenograd); Aeroflot’s council for physical training and sport successful organized a football festival at the Aeroflot Cup, two tennis tournaments held on the Aeroflot Day, as well as a New Years tennis tournament. • Meeting with veterans: meetings were arranged between veterans and youth during the anniversary of the Battle of Moscow during World War II; veterans of the battle received material aid in the amount of 10 thousand rubles. Social and charity activities Aeroflot does not shy away from the problems faced by both employees and those in needs. The company consistently engages in social and charitable works and oversees the implementation of several integrated social programs. Moscow-Kaliningrad Air Bridge The objective of the Moscow-Kaliningrad Air Bridge program is to create an “air bridge” between Kaliningrad region and the rest of Russia (the Baltic region of Kaliningrad has been an enclave, without land connection to Russia, since break-up of the USSR). The program helps to ensure that every Russian citizen has the right to the freedom of movement. Aeroflot provides transport to and from Kaliningrad at affordable prices for needy passengers as part of the program. Support to Vulnerable Social Groups Comrades in Arms The Comrades in Arms program provides veterans of World War II with free seats on regular Aeroflot flights to any destination in the Russian Federation or Europe, including the CIS and Baltic countries. Since 2005, this service has been fully available to WWII veterans and invalids, living in the CIS and Baltic countries. In six years, the Comrades in Arms program has provided free tickets to more than 24,000 veterans. In 2006 alone, over 3,000 former front-line soldiers, prisoners of war, and survivors of the Leningrad blockade participated in the program. Helping Sick Children and Invalids In 2006, Aeroflot continued to support the “Wings of Hope” program, which renders assistance to children in the Russian regions suffering from cardiovascular diseases. Children in need of advanced medical assistance were flown to Moscow for treatment at the Bakulev Scientific Center for Cardio-Vascular Surgery. The Children’s Hearts Charity Foundation also contributed to the development of the project. The Company also participated in a program to support non-relative bone marrow transplants for children with oncological conditions. Aeroflot provided hematologists with tickets to Europe for purposes of obtaining and transporting back to Russia bone marrow to be used for the treatment of children with severe leukemia. The Chance program is another Aeroflot’s unique contribution to saving sick children’s lives by providing them with tickets to go abroad for medical treatment. Support of the Art and Culture Aeroflot has always made the support of Russian art and culture one of it main priorities of its social works. In particular, the airline has focused on promulgating Russian classical arts in both Russia and abroad by supporting major performing and fine art events. As a result of Aeroflot’s five-year collaboration with the Moscow State Tchaikovsky Conservatory, many Russian musicians have had the opportunity to participate in prestigious international competitions, festivals, and symposia, as the Company has provided transport for the artists to destinations in Europe and the USA. Aeroflot was also chosen as the official carrier for the Benua de la Dance award ceremony, also knows as the Ballet Oscars. Since 2002, the Company’s partnership with the Moscow International House of Music has produced some of the most memorial classical music concerts in the city. The successful collaboration of the airline and music hall continued throughout 2006. Thanks to Aeroflot’s services, organizers of last year’s V Elena Obraztsova Young Opera Singers’ Competition were able to assemble an outstaying panel of judges, which included leading musicians and singers from the world’s top opera stages. In May 2006, the airline continued its charitable work by transporting the family archives of the Russian philosopher Ivan Ilin from New York to Moscow. The archives are valuable relics of Russian history, and their return to Russia will replenish the country’s archives and strengthen its sense national identity and heritage. Also in 2006, the airline transported around 3 thousand Russian Muslim pilgrims out of Jordan, where they had gone to participate in the Hadji. Aeroflot also was the official carrier for the two thousand participants of the 59th World Newspaper Congress and the 13th International Editors’ Forum, which were held in Moscow under the aegis of the World Association of Newspapers (WAN). AEROFLOT ANNUAL REPORT 2006 SOCIAL DEVELOPMENT 84 85 Sports Support Program Environmental Protection For the fifth year, the company hosted the Aeroflot Open International Chess Tournament with USD 175 thousand of available prize money. The Company acts as both the organizer and financial sponsor of the tournament, which is jointly hosted together with the Association of Chess Federations and the Tourist Bureau of the Moscow Government. In 2006, around 600 players from 57 countries participated, including 130 international grand masters. Aeroflot’s work to minimalize impact on the environment can be divided into two categories: current work on a daily basis and longer-term strategic work. The first one is conducted systematically and regularly in accordance with the environmental regulations of the Russian Federation and other countries in which the company operates. The company’s strategic work aims to qualitatively change the toll that the industry takes on the environment. Aeroflot traditionally acts as a part of the Olympics Committee of the Russian Foundation. In 2006, Aeroflot flights delivered the Russian Olympic team, members of the official delegation, guests, and tourists to the Winter Olympics Games in Turin, Italy. The airline’s planes also transferred large-sized sports equipment and other complex luggage to Italy. One of the Company’s major strategic tasks for environmental protection is updating the aircraft fleet with more fuel-efficient planes. As such, Aeroflot’s new aircraft adhere to the strictest ecological standards in terms of noise, emission of contaminants, and other pollutions. The Company pays particular attention to supporting children and youth sports, as well as helping handicapped athlets. Since 2005, Aeroflot has supported the Russian Football Union, carrying the Russian national team and national youth team to international and national competitions. Program in Support of Science and Education For the sixth year, Aeroflot assumed all costs for the transport of gold and silver graduates from schools all across Russia to Moscow for exams and interviews to enter higher education institutions in the Russian capital. In 2006, the program extended its framework to include new participants — school children who won the all-Russian and the International Olympiad in General Education. The company’s planes carried 250 medalists to their places of future study. Aeroflot systemically supervises all company divisions to insure that the ecological protection standards are being observed, including the temporary storage and disposal of production waste. Aeroflot also maintains an inventory of the stationary source emissions and contaminants, as well as continually monitors and adjusts all fuel systems, maintaining a level of gas and contaminant discharge within the acceptable limits. Caucasus 89 6 CORPORATE GOVERNANCE Governing Bodies Shareholders’ meeting Audit Committee Revision Committee Board of Directors Strategy Committee Personnel and Incentives Committee Internal Auditing Service General Director Executive Board Shareholders’ Meeting In 2006, three general meetings of Aeroflot shareholder’s were held. An EGM of shareholders was held in absentee vote on April 10, 2006 to approve the following transactions with interested parties: • purchase-sales agreement 9,490,001 of the common shares of OJSC Terminal between JSC Aeroflot (seller) and OJSC Sheremetyevo International Airport; • purchase-sales agreement 9,490,001 of the common shares of OJSC Terminal between JSC Aeroflot (seller) and the Vneshtorgbank; • purchase-sales agreement 7,591,998 of the common shares of OJSC Terminal between Aeroflot (seller) and Vnesheconombank. Owners of 44.92% of voting shares in the Company, who were also not interested parties in the deal, had the right to vote. 70% of shareholders actually voted, with the EGM deciding to approve the deals (Minutes No. 18 from April 10, 2006). I booked a ticket for you to come on my birthday! It is beautiful here, like a fairy tale! On May 16, 2006, the Meeting met to approve Aeroflot’s deal with interest from an investor for the acquisition of 30 new jet-engine planes of the regional class from CJSC Sukhoi Civil Aircraft. AEROFLOT ANNUAL REPORT 2006 CORPORATE GOVERNANCE 90 91 Owners of 48.81% of voting shares in the Company, who were also not interested parties in the deal, had the right to vote. 31.07% of shareholders actually voted, with the EGM deciding to approve the deal (Minutes No. 19 from May 16, 2006). The annual general meeting of shareholders was held June 17, 2006, upon which the following was approved (Minutes No. 20 from June 17, 2006): • the Company’s annual report for 2005; • the annual financial report, including the report of profits and losses of Aeroflot for the 2005 accounting year; • Aeroflot allocation of profit (including payment of (declareds) dividend), which according to results of the 2005 financial year,amounted to 0.82 rubles per one share in pecuniary form; • new compositions of the Aeroflot Board of Directors and Revision committee; • the auditor for 2006 the auditing firm HLB Vneshaudit; • changes and annexes to sections 8.3 and 8.4 of article 8 and section 19.2 of article 19 of the Aeroflot Charter, including the increased number of declared shares of the Company to 250 million. Further information about the decisions of AGM can be found in the “Shareholder and Investors” section of the Aeroflot website — www.aeroflot.ru. Board of Directors The Board of Directors of Aeroflot is comprised of 11 people, three of which are non-executive independent directors. Members prior to the AG M Ivanov V. P. Antonov V. N. Butrin M. R. Members elected by the AGM (17.06.2006) Year Elected to Board of Directors Ivanov V. P. 2004 Antonov V. N. 2003 Danilitskiy A. A. 2006 Dushatin L. A. 2003 Kopeikin М. Yu 2004 Kopeikin М. Yu. Nikitin G. S. 2006 Okulov V. M. Okulov V. M. 1997 Tikhonov A. V. 2005 Shablin V. N. 2003 Sharonov A. V. 2006 Yurchik A. A. 2006 Grechukhin I. N. Dushatin L. A. Tikhonov A. V. Uvarov A. K. Fedorov A. V. . Shablin V. N. The structure of the Board of Directors as of December 31, 2006 is as follows: Viktor Petrovich Ivanov — Chairman of the Board of Directors, Advisor to the President of Russia. Born in 1950, graduated from the Bonch-Bruevich Leningrad Electrotechnical Telecommunications Institute. 2000–2004 — Deputy Head of the Russian Presidential Administration. Does not have ownership in Aeroflot share capital. Vladimir Nikolaevich Antonov — First Deputy CEO of Aeroflot for Business Operators. Born in 1953, graduated from the Moscow Railway Engineering Institute 1995–2002 — Deputy CEO of Aeroflot for Economic and Aviation Security, Deputy CEO for Aviation Security, Deputy CEO for Aviation and Operating Security. Ownership in Aeroflot share capital — 0.000425%. Anatoly Antonovich Danilitskiy General Director of National Reserve Corporation Born in 1952, graduated from the Moscow State Institute for International Relations. 2001–2004 — deputy, first deputy of general director at National Reserve Bank. Independent non-executive director, member of the HR and Remuneration Committee and the Strategy Committee of the Board of Directors. Does not have ownership in Aeroflot share capital. Leonid Alekseevich Dushatin — First Deputy CEO of National Reserve Corporation. Born in 1960, graduated from Moscow Financial Institute. 1996–2002 — Vice President and Head of the Fuel and Energy Section, Deputy Executive Chairman, Member of the Executive Board of the National Reserve Bank. Independent non-executive director, Chairman of the Audit Committee for the Board of Directors. Does not have ownership in Aeroflot share capital. Mikhail Yurievich Kopeikin — Deputy Head of the Cabinet Office of the Government of the Russian Federation. Born in 1954, graduated from the Ordzhonikidze Management Institute in Moscow. 1996–2003 — Head of Economics Department, Head of Economics and Property Management at the Cabinet Office of the Government of the Russian Federation. Chairman of the HR and Remuneration Committee of the Board of Directors. Does not have ownership in Aeroflot share capital. Gleb Sergeevich Nikitin — Head of the Federal Agency for Federal Property Management. Born in 1977, graduated from St. Petersburg University of Economics and Finance and the St. Petersburg State University. 1999–2004 — senior specialist, head of department, Head of the Federal Property Management Committee, St. Petersburg. Chairman of the Strategy Committee, member of the Audit Committee of the Board of Directors. Does not have ownership in Aeroflot share capital. AEROFLOT ANNUAL REPORT 2006 CORPORATE GOVERNANCE 92 93 Changes in the structure of the Board of Directors in 2006 Valery Mikhailovich Okulov — CEO of Aeroflot. Born in 1952, graduated from the Civil Aviation Academy. 1996–1997 — first deputy CEO of Aeroflot for Operations and Administration. Ownership in Aeroflot share capital — 0.002528%. Alexander Vasilievich Tikhonov — Director of Department of the Ministry of Transport of the Russian Federation. Born in 1957, graduated from the Kiev Higher Naval Political College. From 2000–2004 — Deputy Head of Department, Head of Department of the Ministry of Transport of the Russian Federation; Head of the Federal Agency for Management of Federal Property. Member of the Audit Committee of the Board of Directors. Does not have ownership in Aeroflot share capital. Vladimir Nikolaevich Shablin — Senior Vice President of National Reserve Bank. Born in 1951, graduated from the Leningrad Makarov Naval Engineering College and the Financial Academy attached to the Russian Government. 2000–2003 — Deputy CEO of Unicom Management Services (Limassol, Cyprus). Non-executive director, member of the HR and Remuneration Committee of the Board of Directors. Does not have ownership in Aeroflot share capital. Andrey Vladimirovich Sharonov — Secretary of State — Deputy Minister of Economic Development and Trade of the Russian Federation. Born in 1964, graduated from the Ufa Aviation Academy, Russian Academy of State Service. 2000–2003 and 2004–2005 — Deputy Minister of Economic Development and Trade of the Russian Federation. 2003–2004 — Chief Deputy Minister. Member of the Audit Committee of the Board of Directors. Does not have ownership in Aeroflot share capital. Alexander Alekseevich Yurchik — Assistant Minister of Transport of the Russian Federation. Born in 1957, graduated from the Leningrad Military Academy of Rear Services and Transport at the Ordzhonikidze State Management Institute. 1974–2004 — served in the Armed Service, since 1989, served on the Committee of Military Communication for Aviation for the regional level and industrial civil aviation unions. 2004–2007 — Deputy Director, Director of the Federal Agency of Air Transport. Member of the HR and Remuneration Committee and Strategic Committee of the Board of Directors. Does not have ownership in Aeroflot share capital. At the Annual general meeting of shareholders on June 17, 2006, the following members of the previous Board of Directors were re-elected to the new Board of Directors: V. N. Antonov, L. A. Dushatin, V. P. Ivanov, M. Yu. Kopeikin, V. M. Okulov, A. V. Tikhonov, and V. N. Shablin. The new chosen members of the Board of Directors are: A. A. Danilitskiy, G. S. Nikitin, A. V. Sharonov, and A. A. Yurchik. Report of the Board of Directors The activities of the Board of Directors in 2006 were compiled in accordance with the requirements of the Federal Law on Joint-Stock Companies, the Aeroflot Company Charter, and the Company regulations concerning the Board of Directors. Issues that were considered at the meetings of the Board and the lengths of their examination were determined in the Board of Directors Action Plan for the period from June 2005 to June 2006 and from June 2006 to June 2007. In 2006, the Board of Directors held 15 official meetings. Around 100 questions were examined at these meetings, with 220 decisions made on the most pressing questions of current activity and long-term development plans. Particular attention was given to the following issues: • flight safety; • the implementation of the Aeroflot strategic development concept up to 2010; • increasing the quality of passenger service; • consolidation of airlines in the sector; • reconstruction of the aircraft fleet; • IT development; • running the business of the Company subsidiary, Terminal, and work on construction of the Sheremetyevo-3 terminal complex; • financial and commercial activity. As in previous years, remuneration and/or compensation to members of the Board of Directors were not paid in 2005. The Aeroflot Board of Directors provisionally approved the Annual Report for 2006 (Minutes No. 13 from May 17, 2007). AEROFLOT ANNUAL REPORT 2006 CORPORATE GOVERNANCE 94 95 Executive Board The structure of the Executive Board as of December 31, 2006 is as follows: Valery Mikhailovich Okulov — Executive Board Chairman, CEO of Aeroflot. Born in 1952, graduated from the Civil Aviation Academy. Ownership in Aeroflot share capital — 0.002528%. Vasily Nikolaevich Avilov — Head of Aeroflot Administration. Born in 1952, graduated from the Dzerzhinsky Higher Naval Engineering College. Ownership in Aeroflot share capital — 0.0000002%. Vladimir Nikolaevich Antonov — First Deputy CEO for Business Operations. Born in 1953, graduated from the Moscow Railway Engineering Institute. Ownership in Aeroflot share capital — 0.000425%. Yury Ilyich Belykh — Technical Director and Head of Aviation and Technical Section. Born in 1941, graduated from the Moscow Aviation Technology Institute. Ownership in Aeroflot share capital — 0.000004%. Anatoly Ivanovich Volymerets — Director of Aeroflot’s Ilyushin IL-96/IL-86 Flight Team. Graduated from the Civil Aviation Academy. Ownership in Aeroflot share capital — 0.002623%. Vladimir Vladislavovich Gerasimov — Deputy CEO for Material and Technology Procurement. Born in 1957, graduated from Lomonosov Moscow State University. Ownership in Aeroflot share capital — 0.002528%. Boris Petrovich Eliseev — Deputy CEO, Director of the Aeroflot Legal Department. Born in 1957, graduated from the State University of the Far East. Ownership in Aeroflot share capital — 0.0000002%. Alexander Alexandrovich Koldunov — Deputy CEO, Head of Flight Safety Inspectorate. Born in 1952, graduated from the Civil Aviation Academy. Ownership in Aeroflot share capital — 0.002528%. Mikhail Igorevich Poluboyarinov — Deputy CEO for Finance and Planning. Born in 1966, graduated from the Moscow Financial Institute. Ownership in Aeroflot share capital — 0.000425%. Aleksey Albertovich Sidorov — Commercial Director. Born in 1952, graduated from the Moscow Institute of Engineering and Economics. Ownership in Aeroflot share capital — 0.002528%. Vladimir Vladimirovich Smirnov — Deputy CEO, Director of Aeroflot Ground Control. Born in 1959, graduated from the Civil Aviation Academy. Ownership in Aeroflot share capital — 0.002623%. Stanislav Georgievich Tulsky — Deputy CEO for Flight Operations, Director of Flight Section. Born in 1947, graduated from the Civil Aviation Academy. Ownership in Aeroflot share capital — 0.002528%. Changes in the Executive Board By decision of the Board of Directors (minutes No. 15 from May 22, 2006), Executive Board member E. V. Bachurin was relieved of his duties following his transfer to the Federal Air Transport Agency. Report of the Work of the Executive Board in 2006 In 2006, the Executive Board held 46 meetings, during which 128 issues were examined. Matters discussed included: • flight safety; • financial state of the Company; • restructuring of the aircraft fleet; • reconfiguration of the aircraft fleet; • construction of the new terminal, Sheremetyevo-3; • installation of new IT solutions; • passenger services; • management of companies in which Aeroflot has stakes; • social issues; • insurance. Remuneration to Executive Board Members In accordance with Article 5.8 of the Statute on the Services and Remuneration of Aeroflot Executive Board Members, including benefits and social guarantees, members’ remuneration and bonuses shall be specified in accordance with the positions they hold, statutory legal acts of the Russian Federation and of the Company, which regulate conditions of payment for employees, definition and amount of benefits and social guarantees for Company employees, as well as the staff list, and will be laid down in employment contracts signed between Executive Board members and the Company. The amount of remuneration and bonuses payable to Executive Board members shall be specified by the Company’s Board of Directors. As specified by the standard contract, which was approved by the Aeroflot Board of Directors, a monthly remuneration equal to RUR 10,000 (ten thousand rubles) is paid to each member of the Executive Board in addition to the salary paid for official duties in their primary positions. AEROFLOT ANNUAL REPORT 2006 CORPORATE GOVERNANCE 96 97 Financial and Business Control Revision Committee Andrey Nikolaevich Khvostunkov — Chairman of the Aeroflot Revision Committee, Deputy Head of Federal Tariff Service. Born in 1962, graduated from the Moscow Engineering Institute of Civil Aviation, Russian Academy of State Service. 1999–2002 — Chief of Department, Deputy Director of the AntiMonopoly Ministry of Russia 2002–2004 — Deputy Director of Department, Head of Department at the Federal Energy Commission of Russia. Does not have ownership in Aeroflot share capital. Dmitriy Yuryevich Galkin — Head of the Internal Auditing Service at Aeroflot. Born in 1963, graduated from the Ordzhonikidze Management Institute in Moscow. 1988–2002 — Economist, Chief Economist, Head of Department, Deputy Chief of the Control-Inspection Service at Aeroflot. Ownership in Aeroflot share capital — 0.0000034%. Tatyana Vladimirovna Gorbachik — Director of the Finance Department at the Ministry of Transport of the Russian Federation. Born in 1970, graduated from the Moscow Technical Institute of Light Industry. 1993–2004 — Chief Expert, Senior Treasurer, Head Treasurer, Deputy Department Chief, Head of Department in the Central Administration of the Federal Treasury of the Ministry of Finance of Russia. Does not have ownership in Aeroflot share capital. Changes in the Revision Committe At the annual metting of shareholders on June 17, 2006, one member of the previous Revision Committee, V. G. Mironova, was re-elected to the new Revision Committee. Dmitriy Galkin, Tatyana Gorbachik, Andrey Khvostunkov, and Irina Svyatova were also elected to the new Revision Committee. Revision Committee Activity In the previous year, the Revision Committee conducted four meetings, at which members analyzed the extent to which the Company’s planned tasks had been implemented, as well as participated in a special working group that was created to investigate the terms of the financial leasing agreement for IL-96-300 planes. The issues reviewed are as follows: • analyzing the series of tenders that were conducted with international companies, firms, and interested organizations for rendering of services for the purchase of goods (executed work); • reviewing accounts receivable and accounts payable; • checking the expenditures on aeronavigation service. Remunerations to Member of the Revision Committee Vera Grigorievna Mironova — Head of the Finance and Economics Section of the Federal Air Transport Agency. Born in 1950, graduated from the All-Union Correspondence Institute of the Food Industry. 2000–2004 — Deputy Head of Department at the Ministry of Transport of the Russian Federation. Does not have ownership in Aeroflot share capital. Irina Nikolaevna Svyatova — worked as Deputy Director of the Department of Finance and Consolidated Financial Reports at the Federal Agency of Air Transportation until November 25, 2005. Born in 1950, graduated from the Moscow Railway Engineering Institute Does not have ownership in Aeroflot share capital. No salaries or other material reward for members of the Audit Commission were envisaged for payment or actually paid during 2005. Internal Audit The internal audit of the Company is conducted by the Company’s Internal Audit Service in accordance with the Aeroflot Internal Audit Regulations established by the Board of Directors. The main tasks of the Internal Audit Service are: • to ensure that internal control mechanisms are efficient and correspond to the size and character of the Company’s activities; • to analyze and audit the efficiency of operational, commercial, financial and other processes (procedures); • to ensure that the activities of Company’s divisions, representations, and subsidiaries are efficient and comply with the Company Charter. At the end of 2006, the service had a total of 21 members. The Internal Audit Service conduct its work based on a quarterly plan, as established by the general director. Throughout 2006, the Service carried out more than 40 checks of the various accounts of the Company and its divisions. The results of the checks were summarized in official documents, which served as the basis of any further investigation of any financial violations. AEROFLOT ANNUAL REPORT 2006 CORPORATE GOVERNANCE 98 99 External Audit Audit of Aeroflot’s financial statements for 2006 was conducted by: • CJSC HLB Vneshaudit, in accordance with Russian Accounting Standards. • CJSC Deloitte & Touche CIS, in accordance with International Financial Reporting. Information Disclosure Aeroflot continually works to ensure that its business operations are transparent and that information about its activities is properly disclosed. The Company pays particular attention to communications with company shareholders. In order to optimize information exchange and interactive communication, Aeroflot, in keeping with the latest trends, has created a special division for shareholder and investor relations. The service is responsible for creating and maintaining direct contacts with Russian and holders of Aeroflot international shares or depository receipts. Aeroflot discloses information about its business in compliance with Russian law, maintaining a corporate information policy that is in line with the best international practice in the sphere of information disclosure. The main principles of the information policy are as follows: • regular and timely supply of information; • access to all shareholders and other interested parties; • accuracy and completeness; • maintenance of a proper balance between transparancey and confidentiality to ensure the protection of the Company’s business interests. Accordingly, Aeroflot has implemented an optimal communications policy, which entails issuing press releases, hosting press conferences, briefings and investors meetings with senior Company officers and representatives at which information about the current business status of the Company is disclosed. Further information about Aeroflot is available on the Company’s official websites www.aeroflot.ru. Information about JSC Aeroflot may also be found on www.skrin. ru and www.db.com. Compliance with the Code of Corporate Conduct In all its business activities, Aeroflot adheres to the recommendation of the Corporate Code of Governance the FSFM (Federal Commission for the Securities Market of Russia). The Code of Corporate Governance of Aeroflot, as was approved by the Company’s Board of Directors in 2004. It is designed to strengthen the confidence of interested parties, ensure the accountability of the Company before its shareholders, as well as develop and support the effective cooperation with parties interested in the Company’s activities. Sochi 103 7 SHAREHOLDERS AND INVESTORS Shareholders Capital Aeroflot’s share capital did not change in 2006, remaining at 1,110,616,299 rubles divided into 1,110,616,299 common shares with a par value of 1 ruble. As of December 29, 2006, the number of shareholders of Aeroflot was 11,377 . Structure of Share Capital (Major Holders of Aeroflot Stock as of 29.12.2006) Total number of shares (per unit) Share of stock capital, % 1,018,712,441 92.08 Holder 568,335,339 51.17 CJSC Depository Clearing Company Nominal holder 394,688,578 35.54 National Depository Center Nominal holder 18,612,561 1.68 LLC Deutsche Bank Nominal holder 16,875,900 1.52 ING Bank (Eurasia), CJSC Nominal holder 7,403,121 0.6 J.P. Morgan International Bank Nominal holder 5,903,243 0.53 CJSC Raiffeisen Austria Nominal holder 4,710,450 0.42 CJSC Citybank Nominal holder 3,984,900 0.36 Joint-stock commercial bank Rosbank Nominal holder 1,474,200 0.13 CJSC UBS NOMINEES Nominal holder 464,200 0.04 Holders Status Total legal entities — 31, including: Russian Federation (as the Federal Agency for Federal Property Management) Total individual — 11,346 Group arrives from Frankfurt. Flight number SU104 (Frankfurt — Sochi). 7.92 On June 17, 2006, amendments to the Aeroflot Corporate Charter concerning the set number of common shares were approved at the Shareholders AGM. As such, in addition to the shares outstanding, the Company has the right to issue 250,000,000 (twohundred fifty million) common shares with a par value of 1 (one) ruble each (authorized shares). AEROFLOT ANNUAL REPORT 2006 SHAREHOLDERS AND INVESTORS 104 105 Securities Main share indicators Information about Securities Type, category Number of shares outstanding (per unit) Par value of one share (rubles) 73-1 p-5142, 22.06.1995 Common, registered, non-documentary 3,164,149 1 1-02-00010-А, 05.04.1999 Common, registered, non-documentary 1,107,452,150 1 1-01-00010-А, 23.01.2004 (these share issues were combined) Common, registered, non-documentary State registration number, date of registration Share price, USD 2002 2003 2004 2005 2006 0.42 0.27 4.3 8.0 383 0.69 0.33 6.0 11.4 1,368 1.23 0.69 7.9 15.9 1,368 1.73 1.13 8.3 17.9 1,566 2.35 1.44 9.3 24.3 2,418 Max Min P/E Earnings per share, US cents Market capitalization, USD millions Total Trade Volumes 1,110,616,299 1 Weekly averages* Yearly total, USD Total transactions 112,579 5,628,936 146 MICEX** 5,071,576 253,578,799 87,861 Total 5,184,155 259,207,735 88,007 RTS The main stock exchanges at which Aeroflot shares are traded: • The Russian Trading System (RTS), quote list A2, where Aeroflot shares have the trading code AFLT and AFLTG — www.rts.ru; • Moscow Interbank Currency Exchange (MICEX), quote list A2, where Aeroflot shares have the trading code AFLT — www.micex.ru. * 50 weeks. ** The average nominal exchange rate in 2006 was 27.18 rubles per one US dollar. The common shares of Aeroflot are included in the RTS and MICEX indexes. Performance of quoted shares of Aeroflot in comparison with the RTS index and the indexes of the aviation industry (graph title) Aeroflot stock performance compared to the RTS index and the indexes of aviation industry Structure of Share Capital Structure of Share Capital Aeroflot market capitalization, USD millions Aeroflot market capitalization, USD millions 2,418 8% 1,368 51% 1,566 250 $2 .5 200 $2 .0 150 $1 .5 100 $1 .0 50 $0 .5 0 766 41% 383 Russian Federation Legal entities Individual 2002 2003 2004 2005 2006 $ 02 .01 02 .02 02 .03 02 .04 02 .05 02 .06 02 .07 02 .08 02 .09 02 .10 02 .11 02 .12 AFltAvrg BwAirl index rt si/10 xAl index px last AFltAvrg — average quote for Aeroflot in the rts rtsi/10 — rts index BeuAirl — Bloomberg index of the leading european airlines BwAirl — Bloomberg index of the leading international airlines xAl — us airline stock index BeuAirl index AEROFLOT ANNUAL REPORT 2006 SHAREHOLDERS AND INVESTORS 106 107 In order to attract investments and facilitate purchase of company’s securities by international investors in 2000, Aeroflot initiated a depository receipts program. Important Events since December 31, 2006 In December 2000, Aeroflot and Bankers Trust Company signed a depository agreement, according to which level-1 global depository receipts (GDR) are to be issued for Aeroflot shares. January Aeroflot’s Board of Directors approved the Plan for Consolidation of Airlines in the Far East, which stipulates the integration of the Far Eastern major airlines — Dalavia, Sakhalin Airlines, and Vladivostok Avia. The next phase of the plan calls for the addition of several other regional airlines. Under Aeroflot’s GRD program, shares are converted into depository receipts and vice versa, based on the ratio of 100 common shares to one GDR. The issuance of GDRs is implemented according to Rule 144A/Regulation S for circulation in Europe and USA. The receipts are traded on level one of the Frankfurt Stock Exchange (as part of the Deutsche Borse Group). February On February 6, Aeroflot began operating regular flights along the Sochi-Frankfurt-Sochi route. As a quickly developing resort destination, Sochi stands to greatly benefit from the opening of air service to a major European transport hub, especially in terms of strengthening its chances to win the bid for the 2014 Winter Olympic and Paralympic Games. On February 15, Aeroflot’s Board of Directors approved the program to gradually replace Tu-134 aircraft. All 13 Tu-134s currently in the Aeroflot fleet will be taken out of operation by January 1, 2008. Aeroflot participated in the XII International Forum “Security and Safety Technologies 2007.” At the exhibition, the airline demonstrated the work of its patrol dogs department, which uses trained dogs to find explosives. The Company also participated in the competitive program for “The Best Technological Innovations for Security 2007,” winning the award for “Protection of People’s Vital Function,” and also received an award and medal for the “Mobile Patrol Dogs Complex.” March On March 10 and March 14, Aeroflot received two new A320s under an operational lease contract. The new aircraft were named in honor of two great Russian painters — K. Bryullov and V. Surikov. On March 15, Aeroflot approved a new program for the use of interline-tickets with the SkyTeam partners: Aeromexico, Continental, Korean Air, KLM, and Delta. On March 20-21, the SkyTeam’s Council for Flight Safety and Aviation Security and Quality held a regular meeting in Mexico. On March 22, Aeroflot signed a protocol of intent with Airbus for the acquisition of 22 long-haul A350 XWB planes. The delivery of the aircraft will occur throughout the period from 2014 to 2017. On March 26, the Aeroflot brand name celebrated its 75th year anniversary. The Aeroflot trademark is one of the classic symbols of Russia and the most famous commercial brand in the country. On March 29, Aeroflot signed a protocol of intent with the leasing company AerCap (AER) for the operational lease of ten new long-haul A330-200 planes. The first two A330-200s will be delivered to Aeroflot in 2008, with 5 more in 2009 and 3 more in 2010. On March 30, Aeroflot and the United Aircraft Building Corporation (UABC) signed a protocol of intent for the financial lease of six new wide-body IL-96-400T cargo planes, to be delivered throughout the period from 2008-2010. April On April 3, the Board of Directors approved a decision to create an Aeroflot branch office in Sochi in order to strengthen the airline’s presence in one of the most dynamically growing regional aviation markets. On April 4, Aeroflot won the national award “Wings of Russia — 2006” in two top nominations — Russia’s best passenger carrier on domestic and international routes (among major airlines). May Aeroflot began operating regular passenger flights along the Moscow-Surgut-Moscow route. On May 22, Aeroflot and CJSC Sukhoi Civil Aircraft announced the signing of an Agreement, according to which Sukhoi will deliver to Aeroflot 15 aircraft from the new line of Sukhoi Superjet 100. In compliance with the Agreement, the airline will obtain the fifteen SSJ100/95s in a basic configuration. The deliveries are scheduled to begin May 2011. June On June 1, Aeroflot began issuing electronic tickets on the territory of the Russian Federation. On June 23, the Aeroflot shareholders annual general meeting was held. Deutsche Bank is a depository bank for this program, which in turn has the shares registered through a special Aeroflot registrar — NRC. According to a special depository agreement, up to 20% of Aeroflot’s voting shares can be converted into GDRs. Dividend History Total accrued amount (USD) Number of shares at cut-off date Dividend per one share (US cents) 1999 441,339.37 1,110,616,299 0.040 2000 1,183,184.98 1,110,616,299 0.107 2001 2,210,914.99 1,110,616,299 0.199 2002 10,133,210.02 2003 16,476,837.00 1,110,616,299 1.5 2004 28,016,858.70 1,110,579,386 2 2.5 2005 31,650,213.86 1,110,616,299 2.9 Dividend period 1,110,460,578 1 0.913 As of the ex-dividend date, 155,721 shares were on the issuer’s client account and dividends on these shares were not accrued 1 2 As of the ex-dividend date, 36,913 shares were on the issuer’s client account and dividends on these shares were not accrued. Krasnoyarsk region 111 8 FINANCIAL REPORT STATEMENT OF MANAGEMENT’S RESPONSIBILITIES FOR THE PREPARATION AND APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2006 The following statement, which should be read in conjunction with the independent auditors’ responsibilities stated in the independent auditors’ report set out on pages 120–121, is made with a view to distinguishing the respective responsibilities of management and those of the independent auditors in relation to the consolidated financial statements of Open Joint Stock Company “Aeroflot – Russian Airlines” and its subsidiaries (the “Group”). Management is responsible for the preparation of the consolidated financial statements that present fairly the consolidated financial position of the Group as of December 31, 2006, and the consolidated results of its operations, cash flows and changes in equity for the year then ended, in compliance with International Financial Reporting Standards (“IFRS”). In preparing the consolidated financial statements, management is responsible for: • selecting suitable accounting principles and applying them consistently; • making judgments and estimates that are reasonable and prudent; • stating whether IFRS have been followed, subject to any material departures disclosed and explained in the consolidated financial statements; and • preparing the consolidated financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business for the foreseeable future. Management is also responsible for: • designing, implementing and maintaining an effective system of internal controls, throughout the Group; • maintaining proper accounting records that disclose, with reasonable accuracy at any time, the financial position of the Group, and which enable them to ensure that the consolidated financial statements of the Group comply with IFRS; • maintaining statutory accounting records in compliance with local legislation and accounting standards in the respective jurisdictions in which the Group operates; • taking such steps as are reasonably available to them to safeguard the assets of the Group; and • preventing and detecting fraud and other irregularities. The consolidated financial statements for the year ended December 31, 2006 were approved on May 29, 2007 by: Business Trip Things to do before leaving: – buy some Siberian nuts for the kids – buy mom and mother-in-law Beresta hats – take pictures along the Yenisei river General Director V. M. Okulov Deputy General Director Finance and Planning M. I. Poluboyarinov AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 112 113 Passenger yield (USc/RPK) Passenger yield (USc/RPK) Financial Results In 2006, Aeroflot earned revenues of USD 2,982.7 million, representing an 18.1% increase compared with 2005 level. Operating costs rose 14.1% from 2005, totaling USD 2,605.7 million. Operating income was USD 377.0 million, which is 55.7% more than in 2005. Income before taxes grew by 39.1% in 2006 to USD 387.9 million. The net income of Aeroflot Group increased by 36.0%, totaling USD 258.1 million. 7 .3 6 .9 6 .4 8 .2 8 .0 9 .2 8 .9 6 .4 5 .4 5 .1 scheduled international flights Headline financial results (USD millions) Revenue Operating costs Operating income Non-operating income (loss), net Income before taxation and minority interest Taxation Minority interest Net Income scheduled domestic flights 2006 2005 % 2,982.7 2,526.3* 18.1 (2,605.7) (2,284.2)* 14.1 377.0 242.1 55.7 (9.5) 62.2 387.9 278.8 (129.8) (89.0) (2.7) (5.6) 258.1 189.8 39.1 2002 2003 2004 2005 2006 the 2005 level. The growth was achieved due to the increase in the passenger traffic volumes and the higher passenger yield. Revenues from domestic passenger traffic grew by 28.3%, totaling USD 636.0 million. The growth was achieved owing to higher passenger yield. Cargo Revenue 36.0 * A certain reclassification has been made to the financial statements for the year ended December 31, 2005 to bring it in line with current year presentation. Such reclassifications do not affect retained earnings. Revenues from cargo and mail traffic grew by 6.6% in 2006, totaling USD 264.4 million. Most of the cargo revenues (84.2%) were earned from traffic on international routes. The growth in revenues was due to higher yields. Cargo yield* (USc/CTK) Cargo yield (USc/CTK) Revenue Components In 2006, Aeroflot generated 74.1% of revenue from passenger traffic, 8.9% from cargo and mail traffic, 13.3% from commercial agreements with foreign airlines on joint route operations, and 3.7% from other business. 28 .3 21 .8 20 .5 30 .2 23 Passenger Traffic Revenue Passenger traffic revenue rose by 20.7% in 2006 to USD 2,209.9 million. This growth is the results of the Company’s optimization of route networks, effective tariff policy, and the improvement of the commercial operations of the Group. Revenues from scheduled international passenger traffic totaled USD 1,573.9 million, which represents 71.2% of the total volume of revenues and a 17.8% increase from 2002 2003 2004 2005 2006 *Scheduled flights. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 114 115 Revenue from Agreements with Airlines Revenues from commercial agreements with foreign airlines on joint operation of routes totaled USD 396.1 million, which represents at 11% growth from the 2005 level. The increase in revenues was due to increase in flight frequency and carrying volumes. Other Revenue Profits from other activities includes revenue from ground services at Sheremetyevo airport, from refueling aircraft of other airlines, and other services. Revenue in 2006 from other business totaled USD 112.3 million, representing an increase of 24.8% from 2005. Operating costs breakdown, 2006 7.0% 1.8% 2.9% 3.7% 5.2% Sales and marketing Operating lease expenses 15.7% 6.4% Administration and general expenses Passenger services Communication expenses Other expenses 6.9% 15.1% Revenue (USD millions) 2006 2005 % Passenger revenue 2,209.9 1,831.2 20.7 incl. international* 1,573.9 1,335.6 17.8 domestic 636.0 495.6 28.3 Cargo revenue 264.4 248.1 6.6 Airline revenue agreements 396.1 357.0 11.0 Other revenue 112.3 90.0 24.8 2,982.7 2,526.3 18.1 Total revenue Aircraft fuel Staff costs Aircraft and traffic servicing Maintenance 35.3% * All charter passengers are included in the international segment. Operating Costs Aeroflot’s operating costs in 2006 totaled USD 2,605.7 million, which represents a 14.1% growth from 2005. In 2006 operating costs are dominated by three groups of expenses, which are: • fuel (35.3%); • aircraft service (15.1%); • employee wages (15.7%); • technical service (6.9%). The biggest impact on change in the structure of costs in 2005 was from growth of aircraft fuel, of prices for airport and air navigation services, and from increase of flight hours. Aeroflot Group’s expenditures on jet fuel increased by 24.2% in 2006, topping off at USD 179.1 million. Compared to the same period last year, fuel price went up 18.4%, totaling USD 96.7 per ton. The increase of flight hours in the financial period also influenced the growth of expenditures on jet fuel. The Company’s expenses for aircraft maintenance grew by USD 46.2 million, a 13.3% jump from 2005. The increase is mainly due to higher prices for airport and air navigation services, as well as increased flight hours. Expenses for employee wages grew by USD 66.9 million, a 19.6% increase from the previous year. This growth is due to raises in employee salaries, a 6.5% increase in flight hours, as well as the additional personnel needed for subsidiary companies on account of the increased volume of work. Expenses for the technical maintenance of aircraft decreased by USD 22.5 million, an 11.1% drop. The reduced expenditures can mainly be attributed to the Company’s efforts to update the aircraft fleet and regularly repair aircraft in the reporting period, as well as the decreased costs for repairing Russian-made aircraft. Unit costs (USc/RTK) Unit costs (USc/RTK) 85 (+7 .5%) 79 .1 68 .4 63 .4 12 .4 13 .6 69 .8 30 25 .5 17 .7 (+17 .6%) aircraft fuel 51 54 .8 52 .1 53 .6 55 (+2 .6%) 2002 2003 2004 2005 2006 other expenses AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 116 117 Expenses for the operational lease of aircraft grew by USD 6.0 million in 2006 (a 4.7% increase), which is due to the acquisition of new aircraft under operational lease, including three A320s and two B767s. Expenses for sales and marketing activities grew by USD 23.9 million in 2006 (a 16.8% increase), which is mainly due to increases in agents’ commissions in light of the Group’s growing profits. The Company’s other types of expenses lowered by USD 19.0 million, or 13.2%. The main reasons for this decrease are as follows: • less costs for insurance; • a decrease in accrued reserves (for bad debt, depreciation of investment, etc.) Operating costs (USD millions) 2006 2005 % Aircraft fuel 920.3 741.2 24.2 Aircraft and traffic servicing 392.6 346.4 13.3 Staff costs 409.2 342.3 19.5 Maintenance 179.9 202.4 (11.1) Sales and marketing 166.3 142.4 16.8 Operating lease expenses 134.5 128.5 4.7 Administration and general expenses 96.6 92.6 4.3 Depreciation 97.2 80.0 21.5 Communication expenses 48.0 41.8 14.8 161.1 166.6 (3.3) 2,605.7 2,284.2 14.1 Other expenses* Total operating costs Non-Operating Income Non-operating income (loss) (USD millions) 2006 2005 (30.7) (25.3) Interest income 4.0 6.9 Share of result of equity accounted investments 8.4 5.7 Foreign exchange and translation gain, net 38.7 (12.8) Other non-operating (expenses)/ income, net (9.5) 62.2 Total 10.9 34.6 Interest expense The decrease of other non-operating income this year compared to the last year is explained by non-operating income items that are non-existent for this year, i.e. tax restructuring charges, changes in accounting of VAT on cargo transportation services outside of Russia, and income on fuel option. Capital Expenditures In 2006, the capital expenditures totaled USD 534.1 million. The biggest expenses were related to the acquisition and modernization of aircraft and equipment for them (67.02%), construction and renovation of buildings and facilities (27.87%), and the acquisition of vehicles and transportation equipment, computer equipment, and other operating and commercial inventory (4.02%). In line with the Company’s program to modernize the aircraft fleet, four Airbus A-321s and five Boeing 737-500s were obtained under financial lease contracts in the accounting year. Advances were also given for the acquisition of three Airbus A-321s and 30 RRJ95B aircraft. In 2006, construction continued on the new “Water-Land” training system for the emergency rescue training of flight and cabin crew. The purpose of the new facility, which opened 28.12.2006, is to create an Aeroflot training base that complies with the European JAP OPS standards and ICAO recommendations. Work was also carried out to modernize existing training systems. As part of the Company’s work to guarantee flight safety, Aeroflot replaced depreciated equipment for the ground servicing of aircraft at Sheremetyevo Airport (Elephant and VTS machines, lifts, etc), and machinery used for technical servicing of aircraft. Over the course of the year, Aeroflot made investments in the development of corporate information technologies (such as the acquisition and modernization of computing and business equipment) in order to raise the overall level of automation in the Company, keep IT systems up to date, and introduce electronic systems for reservations and passenger registration, as well as internet sales. The largest share of capex in 2006 was invested in the construction of the new terminal complex Sheremetyevo-3, the construction of a new office building for the Company, as well as the acquisition of office space for the airline’s representative offices in Astrakhan, Vladivostok, St. Petersburg, Yekaterinburg, Perm, and Sochi. The most significant types of other capital expenses include the acquisition of new uniforms, special clothing, and catering equipment. Borrowings The structure of the Company’s credit portfolio changed significantly in 2006, as there was an pre-term redemption of all long-term borrowings (a syndicated credit of USD 150 million and a unsecured credit of USD 30 million, provided by the bank WestBL AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 118 119 Vostok), as well as the early redemption of the 5-year project loan from ATB bank to finance the acquisition of Tu-154s. The optimization of short-term borrowing terms with bank agents, in particular Sberbank Russia, offered a revolving credit line, with a fixed rate and unsecured (previously aircraft were pledged); borrowing from other credit banks under the agreement in structuring bank margins in accordance with credit terms; a 2.5 year syndicated credit loan was given for USD 33.1 million at the rate of LIBOR+1.75% for the advanced payment for seven Airbus A321-200 aircraft to the company Airbus S.A.S. The deal was organized by Calyon, Natexis Transport Finance, and Natexis Banques Populaires. In 2006, OJSC Terminal was credited by Vnesheconombank for a total of USD 99.2 million towards the construction of the Sheremetyevo-3 airport terminal complex. Group’s total interest expenses in 2006 amounted to USD 10.7 million, as compared to USD 11.5 million in 2005. In order to optimize debt expenses, Aeroflot achieved the reduction of bank margins on credit facilities. Reduction of the average weighted bank margin of debt portfolio from 2.41% in 2005 to 2.11% in 2006 (during which the average margin for shortterm borrowings reduced from 2.33% in 2005 to 1.49% in 2006, while the margin for long-term credit lowered from 2.5% to 2.15%) was achieved through detailed analysis of the current state of the corporate debt market, which resulted in a savings of USD 233 thousand in absolute terms. Cash flows (USD millions) Net cash provided by operating activities Net cash used in investing activities Net cash (used in) provided by financing activities Net increase in cash and cash equivalents Effect of exchange rate change Cash and cash equivalents at the end of the year Segment information Financial data (USD millions) Years ended December 31 2006 2005 % 2,943.5 2,497.4 17.9 – – – 2,943.5 2,497.4 17.9 (2,578.6) (2,259.4) 14.1 364.9 238.0 53.3 External sales 16.3 13.7 19.0 Inter-segment sales 42.5 27.8 52.9 Total revenue 58.8 41.5 41.7 (49.9) (47.0) 6.2 8.9 (5.5) 261.8 17.1 14.2 20.4 4.9 5.1 (3.9) Airline: External sales Inter-segment sales Total revenue Operating costs Operating income Catering: Operating costs Operating income Hotels: External Sales 2006 2005 371.7 211.9 (279.7) (190.6) (21.5) 23.3 70.5 44.6 1.3 (0.3) 181.3 109.5 Inter-segment sales Total revenue 22.0 19.3 14.0 (14.8) (14.0) 5.7 7.2 5.3 35.8 External Sales 5.8 1.0 480.0 Inter-segment sales 2.1 1.1 90.9 Total revenue 7.9 2.1 276.2 (11.4) (0.7) 1 528.6 (3.5) 1.4 (350.0) – – (49.5) (34.5) (43.5) Operating costs Operating income Other businesses: Operating costs Short-term and long-term loans (USD millions) Operating income 2006 2005 22.5 60.6 Loans and credit lines in Russian rubles 206.3 40.3 Short-term loans 228.8 100.9 5.7 76.0 234.5 176.9 Loans and credit lines in USD Long-term loans in USD Total Intercompany eliminations: Inter-segment sales Operating costs Consolidated: Total revenue Operating costs Operating income 2.982.7 2,526.3 18.1 (2,605.7) (2,284.2) 14.1 377.0 242.1 55.7 AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 120 121 independent auditors’ report To the Shareholders of Open Joint Stock Company “Aeroflot — Russian Airlines”: Report on the financial statements We have audited the accompanying consolidated financial statements of Open Joint Stock Company “Aeroflot — Russian Airlines” and its subsidiaries (the “Group”), which comprise of the consolidated balance sheet as of December 31, 2006 and the related consolidated statements of income, cash flows and changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management’s responsibility Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2006 and its consolidated financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. May 29, 2007 AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 122 123 OJSC “AEROFLOT — RUSSIAN AIRLINES” OJSC “AEROFLOT — RUSSIAN AIRLINES” CONSOLIDATED statement of income FOR THE YEAR ENDED DECEMBER 31, 2006 CONSOLIDATED BALANCE SHEET As of DECEMBER 31, 2006 (Amounts in millions of US Dollars, except shares and earnings per share amounts) (Amounts in millions of US Dollars) Notes 2006 2005 Traffic revenue 6 2,474.3 2,079.3 Other revenue 7 508.4 447.0 2,982.7 2,526.3 Revenue Operating costs 8 (2,099.3) (1,861.9) Staff costs 9 (409.2) (342.3) 20 (97.2) (80.0) (2,605.7) (2,284.2) 377.0 242.1 (30.7) (25.3) 4.0 6.9 Depreciation Operating costs Operating income Interest expense 10 Interest income Share of result of equity accounted investments 17 Foreign exchange and translation gain/(loss), net Other non-operating (expenses)/income, net 11 Profit before income tax Income tax 12 Profit for the year 8.4 5.7 38.7 (12.8) (9.5) 62.2 387.9 278.8 (129.8) (89.0) 258.1 189.8 255.4 184.2 2.7 5.6 258.1 189.8 24.3 17.9 1,060 1,060 Attributable to: Equity holders of the parent Minority interest Earnings per share, basic and diluted (US cents) Weighted average number of shares outstanding (millions) 27 The accompanying notes form an integral part of these consolidated financial statements. The Independent Auditors’ Report is presented on pages 120–121. Notes 2006 2005 13 14 15 181.3 44.9 701.3 – 79.0 1,006.5 109.5 30.5 574.9 4.4 61.6 780.9 21.5 18.9 4.7 7.1 119.9 1,227.5 1,399.6 2,406.1 14.1 16.8 4.4 5.0 6.7 794.3 841.3 1,622.2 485.4 123.6 228.8 7.2 52.2 897.2 333.2 99.6 100.9 7.2 26.1 567.0 25 26 22 12 23 5.7 453.0 76.1 32.5 152.7 720.0 76.0 281.3 81.4 36.5 12.5 487.7 27 27 51.6 (33.5) 11.0 2.7 752.7 51.6 (32.9) 8.8 0.3 530.8 784.6 4.3 788.9 2,406.1 558.6 8.9 567.5 1,622.2 ASSETS Current assets Cash and cash equivalents Short-term investments Accounts receivable and prepayments, net Short-term aircraft lease deposits Expendable spare parts and inventories Non-current assets Equity accounted investments Long-term investments Aircraft lease deposits Deferred tax assets Other non-current assets Property, plant and equipment 16 17 18 12 19 20 TOTAL ASSETS LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities Unearned transportation revenue Short-term borrowings Provisions Current portion of finance lease payable Non-current liabilities Long-term borrowings Finance lease payable Provisions Deferred tax liabilities Other non-current liabilities Capital and reserves Share capital Treasury stock Investments revaluation reserve Cumulative translation reserve Retained earnings Equity attributable to equity holders of the parent Minority interest TOTAL LIABILITIES AND EQUITY 21 24 22 26 28 The accompanying notes form an integral part of these consolidated financial statements. The Independent Auditors’ Report is presented on pages 120–121. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 124 125 OJSC “AEROFLOT — RUSSIAN AIRLINES” OJSC “AEROFLOT — RUSSIAN AIRLINES” CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2006 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2006 (CONTINUED) (Amounts in millions of US Dollars) (Amounts in millions of US Dollars) 2006 2005 387.9 278.8 Repayment of capital element of finance lease Dividends paid Adjustments to reconcile income before taxation to net cash provided by operating activities: Depreciation of property, plant and equipment (Note 20) Purchases of treasury stock 97.6 80.0 Sale of treasury stock 7.5 (3.4) Proceeds from borrowings, net (8.4) (5.7) Restricted cash movements 1.5 5.5 (Decrease) / increase in provisions and assets impairment (4.8) 14.8 Reversal of payable no longer due (2.5) – – (8.6) Unrecoverable VAT (Note 11) 18.8 1.0 Other non-cash loss / (income) 6.8 (2.5) 504.0 359.9 (112.2) (120.1) (Increase) / decrease in expendables and inventory (17.4) 2.9 Increase in accounts payable and accrued liabilities 115.0 (6.3) 24.0 1.0 Loss / (gain) on disposal of property, plant and equipment (Note 8) Share of result in equity accounted investments (Note 17) Loss on impairment of property, plant and equipment (Note 9) Gain from restructuring and settlements of tax penalties (Note 11) Operating profit before working capital changes Increase in accounts receivable and prepayments Increase in unearned transportation revenue Income tax paid Net cash provided by operating activities 513.4 237.4 (141.7) (25.5) 371.7 211.9 (261.5) (182.5) Cash flows from investing activities: Purchases of property, plant and equipment and intangible assets Proceeds from sale of property, plant and equipment Investments in aircraft lease deposits Purchases of investments 3.6 1.1 (1.9) (4.9) (43.6) (36.2) Proceeds from sale of investments 29.3 30.1 Acquisition of minority interests (6.6) – Dividends received Net cash used in investing activities 2005 (46.5) (25.9) (34.2) (31.5) (1.0) (1.9) Cash flows from financing activities: Cash flows from operating activities: Profit before income tax 2006 1.0 1.8 (279.7) (190.6) Net cash (used in) provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year (Note 13) Effect of exchange rate change Cash and cash equivalents at the end of the year (Note 13) 0.1 3.5 57.2 82.4 2.9 (3.3) (21.5) 23.3 70.5 44.6 109.5 65.2 1.3 (0.3) 181.3 109.5 29.8 (25.6) 4.0 8.8 Supplemental cash flow information: Interest paid Interest received Non-cash investing and financing activities: Property, plant and equipment acquired under finance lease Gain from early termination of finance lease 287.9 2.8 – 7.5 The accompanying notes form an integral part of these consolidated financial statements. The Independent Auditors’ Report is presented on pages 120–121. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 126 127 OJSC “AEROFLOT — RUSSIAN AIRLINES” OJSC “AEROFLOT — RUSSIAN AIRLINES” CONSOLIDATED STATEMENT OF ChANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2006 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2006 (Amounts in millions of US Dollars) (Amounts in millions of US Dollars) Invest Attributable ments Cumulative to equity Share Treasury revaluation translation Retained holders of Minority capital stock reserve reserve earnings the parent interest As of December 31, 2004 Profit for the year Purchase of treasury stock Sale of treasury stock Gain on disposal of treasury stock Loss on investments available-for-sale Foreign currency translation for the year Dividends As of December 31, 2005 Profit for the year Purchase of treasury stock Sale of treasury stock Gain on disposal of treasury stock Gain on investments available-for-sale Purchase of minority interests Foreign currency translation Dividends As of December 31, 2006 Total 51.6 – (35.4) – 12.0 – 1.2 – 373.5 184.2 402.9 184.2 – (1.9) – – – (1.9) – (1.9) – 0.6 – – – 0.6 – 0.6 – 2.9 – – – 2.9 – 2.9 – – (3.2) – – (3.2) – (3.2) – – 0.9 – – – (0.9) – – (26.9) – (26.9) (0.6) (4.7) (0.6) (31.6) 51.6 – (32.9) – 8.8 – 0.3 – 530.8 255.4 558.6 255.4 – (1.0) – – – (1.0) – (1.0) – 0.1 – – – 0.1 – 0.1 – 0.3 – – – 0.3 – 0.3 – – – – 2.2 – – – – 2.2 (2.8) (2.8) – – – – – – 2.4 – – (30.7) 2.4 (30.7) 51.6 (33.5) 11.0 2.7 752.7 784.5 The accompanying notes form an integral part of these consolidated financial statements. The Independent Auditors’ Report is presented on pages 120–121. 8.6 411.5 5.6 189.8 8.9 567.5 2.7 258.1 – (4.2) 0.5 (3.5) 1. NATURE OF THE BUSINESS OJSC “Aeroflot — Russian Airlines” (the “Company” or “Aeroflot”) was formed as a joint stock company following a government decree in 1992. The 1992 decree conferred all the rights and obligations of “Aeroflot‑Soviet Airlines” and its structural units, excluding its operations in Russia and Sheremetyevo Airport, upon the Company, including inter-governmental bilateral agreements and agreements signed with foreign airlines and enterprises in the field of civil aviation. The principal activity of the Company is the provision of passenger and cargo air transportation services, both domestically and internationally, and other aviation services from its base at Moscow Sheremetyevo Airport. The Company and its subsidiaries (the “Group”) also conduct activities comprising airline catering, operation of a hotel, and construction of Shremetyevo-3 Terminal. Associated undertakings mainly comprise cargo-handling services, fuelling services and duty-free retail businesses. As of December 31, 2006 and 2005, the Government of the Russian Federation owned 51% of the Company. The Company’s headquarters are located in Moscow at 37 Leningradsky Prospect. The principal subsidiary undertakings are: Percentage held as of December 31, 2006 Percentage held as of December 31, 2005 Hotel 100.0% 100.0% Moscow region Project Sheremetyevo-3 100.0% 100.0% CJSC “Aeroflot Plus” Moscow region Airline 100.0% 100.0% OJSC “Insurance company “Moscow” Moscow Captive insurance services 100.0% 100.0% CJSC “Aeromar” Moscow region Catering 51.0% 51.0% OJSC “Aeroflot-Don” Rostov-on-Don Airline 100.0% 51.0% CJSC “Aeroflot-Nord” Arkhangelsk Airline 51.0% 51.0% CJSC “Aeroflot-Cargo” Moscow Cargo transportation services 100.0% – Company name Place of incorporation and operation Activity CJSC “Sherotel” Moscow region OJSC “Terminal” 2.2 (7.0) 2.9 (34.2) 4.4 788.9 AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 128 129 In 2006 the Company increased its share in OJSC “Aeroflot-Don” up to 100% by purchasing of minority interests for a total cash consideration of approximately USD 6.6 million. Also during 2006 a new wholly owned entity CJSC “Aeroflot-Cargo” was created. During 2006 all of the cargo operations and the related assets were transferred to this entity. The significant entities in which the Group holds more than 20% but less than 50% of equity are: Company name Place of incorporation and operation Activity LLC “Airport Moscow” CJSC “Aerofirst” CJSC “TZK Sheremetyevo” CJSC “AeroMASH — AB” Moscow region Moscow region Moscow region Moscow region Cargo handling Trading Fuel trading company Aviation security Percentage held as of December 31, 2006 Percentage held as of December 31, 2005 50.0% 33.3% 31.0% 45.0% 50.0% 33.3% 31.0% 45.0% All the companies listed above are incorporated in the Russian Federation. The table below provides information on the Group’s aircraft fleet as of December 31, 2006: Type of aircraft Ownership Ilyushin IL-96-300 Ilyushin IL-62M Ilyushin IL-86 Tupolev Tu-154 Tupolev Tu-134 Antonov An-24 Antonov An-26 Owned Owned Owned Owned Owned Owned Owned Tupolev Tu-134 Airbus A-319 Airbus A-320 Airbus A-321 Boeing 737-500 Finance lease Finance lease Finance lease Finance lease Finance lease Tupolev Tu-134 Tupolev Tu-154 Ilyushin IL-62M Antonov An-24 Antonov An-26 Airbus A-319 Airbus A-320 Boeing 767-300ER McDonnell Douglas DC10-40F Aeroflot — Russian Aeroflot- Aeroflot- AeroflotGroup Airlines Don Nord Cargo total (number) (number) (number) (number) (number) 6 1 9 25 12 – – – – – 8 2 – – – – – 1 4 2 1 – – – – – – – 6 1 9 34 18 2 1 – 4 1 7 – – – – – 2 3 – – – 3 – – – – – 3 4 1 7 5 Operating lease Operating lease Operating lease Operating lease Operating lease Operating lease Operating lease Operating lease 1 2 1 – – 4 9 11 1 – – – – – – – – 2 – 1 1 – – – – – – – – – – – 2 4 1 1 1 4 9 11 Operating lease 3 96 – 13 – 18 1 1 4 128 2. Presentation of financial statements Basis of presentation — The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The consolidated financial statements are presented in millions of US Dollars, except where it specifically noted otherwise. All significant subsidiaries directly or indirectly controlled by the Company are included in the consolidated financial statements. A listing of the Group’s principal subsidiary undertakings is set out in Note 1. The Group maintains its accounting records in Russian rubles and in accordance with Russian accounting legislation and regulations. The accompanying consolidated financial statements are based on the underlying accounting records, appropriately adjusted and reclassified for fair presentation in accordance with the standards prescribed by the International Accounting Standards Board. Functional and presentation currency — The functional and presentation currency of the Company is US Dollars. Transactions and balances not already measured in US Dollars have been remeasured to US Dollars in accordance with International Accounting Standard (“IAS”) 21 “The Effect of Changes in Foreign Exchange Rates”. Any conversion of Russian ruble amounts to US Dollars should not be considered as a representation that Russian ruble amounts have been, could be or will be in the future, converted into US dollars at the exchange rate shown or at any other exchange rate. The assets and liabilities, both monetary and non-monetary, of the subsidiaries of the Company with functional currencies other than US dollar have been translated at the closing rate at the date of each balance sheet presented; income and expense items for all periods presented have been translated at the exchange rates existing at the dates of the transactions or a rate that approximates the actual exchange rates. All exchange differences resulting from translation have been classified as equity and transferred to the Group’s translation reserve. The following table summarizes the exchange rate of the Russian ruble to 1 US Dollar: Exchange rate December 31, 2006 26.33 Average rate for 2006 27.19 December 31, 2005 28.78 Average rate for 2005 28.29 December 31, 2004 27.75 AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 130 131 3. new and revised international financial reporting standards Certain new standards and interpretations became effective for the Group from January 1, 2006. Their adoption has not resulted in any significant changes to the Group’s accounting policies. The standards and interpretations that became effective from January 1, 2006 are: • Amendment to IAS 19 “Actuarial gains and losses, group plans and disclosures” effective for annual periods beginning on or after January 1, 2006. • Amendments to IAS 39 “The fair value option”, “Cash flow hedge accounting of forecast intragroup transactions” and “Financial guarantee contracts” (including related amendment to IFRS 4) effective for annual periods beginning on or after January 1, 2006. • Amendment to IAS 21 “Net investment in a foreign operation” effective for annual periods beginning on or after January 1, 2006. • Amendment to IFRS 1 “First-time adoption of International Financial Reporting Standards” effective for annual periods beginning on or after January 1, 2006. • IFRS 6 “Exploration for and evaluation of mineral resources”, including related subsequent amendment to IFRS 6 and to IFRS 1, effective for annual periods beginning on or after January 1, 2006. • IFRIC 4 “Determining whether an arrangement contains a lease” effective for annual periods beginning on or after January 1, 2006. • IFRIC 5 “Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds” effective for annual periods beginning on or after January 1, 2006. • IFRIC 6 “Liabilities arising from participating in a specific market — waste electrical and electronic equipment” effective for annual periods beginning on or after December 1, 2005. Certain new standards and interpretations have been published that are mandatory for the Group’s accounting periods beginning on or after January 1, 2007 or later periods and which the entity has not early adopted: • IAS 23 (revised) “Borrowing costs” effective for annual periods beginning on or after January 1, 2009. The Group has significant capitalizable borrowing costs and is currently evaluating the potential impact of IAS 23 (revised) on the financial statement presentation. Currently the Group treats the borrowing costs as expense when incurred. • IFRS 7 “Financial instruments: Disclosures” effective for annual periods beginning on or after January 1, 2007 and a complementary Amendment to IAS 1 “Presentation of Financial Statements — Capital Disclosures” effective for annual periods beginning on or after January 1, 2007. The Group expects that the adoption of IFRS 7 will result in significant additional disclosures for the Group. • IFRS 8 “Operating segments” effective for annual periods beginning on or after January 1, 2009. The Group is currently evaluating the potential impact of IFRS 8 on the presentation of segmental information. • IFRIC 7 “Applying the Restatement Approach under IAS 29” effective for annual periods beginning on or after March 1, 2006. Management does not expect the interpretation to be relevant for the Group. • IFRIC 8 “Scope of IFRS 2” effective for annual periods beginning on or after May 1, 2006. Management does not expect the interpretation to be relevant for the Group. • IFRIC 9 “Reassessment of Embedded Derivatives” effective for annual periods beginning on or after June 1, 2006. Management believes that this interpretation should not have a significant impact on the Group’s operations. • IFRIC 11 “IFRS 2 — Group and treasury share transactions” effective for annual periods beginning on or after March 1, 2007. Management believes that this interpretation should not have a significant impact on the Group’s operations. • IFRIC 12 “Service concession arrangements” effective for the annual periods beginning on or after January 1, 2008. Management believes that this interpretation should not have a significant impact on the Group’s operations. 4. PRINCIPAL ACCOUNTING POLICIES The cosolidated financial statements have been prepared on the historic cost basis except for the revaluation of certain non-current assets and financial instruments. The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. Consolidation — The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) prepared through December 31 each year. Subsidiaries comprise entities in which the Company, directly or indirectly, has an interest of more than one half of the voting rights or otherwise has power to exercise control over their operations. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. Subsidiaries are consolidated from the date on which effective control is obtained by the Group and are no longer consolidated from the date of disposal or loss of control. All intra-group transactions, balances and unrealized surpluses and deficits on transactions between Group companies are eliminated on consolidation. Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. The interest of minority shareholders is stated at the minority’s proportion of the fair values of the assets and liabilities acquired adjusted by subsequent changes in the carrying value of net assets of those entities. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses. Business combinations — The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquirer’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 “Business Combinations” are recognized at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 “Non-Current Assets Held for Sale and Discontinued Operations”, which are recognized and measured at fair value less costs to sell. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 132 133 The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. Purchases of minority interests — The difference between the cost of acquisition and the carrying value of minority interests is recognized as adjustment to equity. Investments in associates — Associates in which the Group has significant influence but not a controlling interest are accounted for using the equity method of accounting. Significant influence is usually demonstrated by the Group’s owning, directly or indirectly, between 20 percent and 50 percent of the voting share capital or by exerting significant influence through other means. Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. The Group’s share of the net income or losses of associates is included in the consolidated income statement. An assessment of investments in associates is performed when there is an indication that the asset has been impaired or that the impairment losses recognized in prior years no longer exist. Losses of an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognized. received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of sales related taxes. Passenger revenue: Ticket sales are reported as traffic revenue when the transportation service has been provided. The value of tickets sold and still valid but not used by the balance sheet date is reported as unearned transportation revenue. This item is reduced either when the Group completes the transportation service or when the passenger requests a refund. Sales representing the value of tickets that have been issued, but which will never be used, are recognized as operating income at the date the tickets are issued based on analysis of historic patterns of actual sales data. Commissions which are payable to the sales agents are recognized as the commercial and marketing expenses at the same time as revenue from the air transportation to which they relate. Passenger revenue includes revenue from code-share agreements with certain other airlines. Under these agreements, the Group sells seats on these airlines’ flights and those other airlines sell seats on the Group’s flights. Revenue from the sale of codeshare seats on other airlines are recorded net in Group’s passenger revenue in the consolidated income statement. The revenue from other airlines’ sale of code-share seats on our flights is recorded in passenger revenue in the Group’s consolidated income statement. Cargo revenue: Group’s cargo transport services are recognized as revenue when the air transportation is provided. Cargo sales for which transportation service has not yet been provided are shown as unearned transportation revenue. Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate. A listing of the Group’s principal associated undertakings is shown in Note 1. Catering revenue: Revenue is recognized when meal packages are delivered to the aircraft, as this is the date when the risks and rewards of ownership are transferred to the customers. Foreign currency translation — Transactions in currencies other than the functional currency are initially recorded at the rates of exchange prevailing on the dates of the transactions. Monetary assets and liabilities denominated in such currencies at the balance sheet date are translated into the functional currency at the year-end exchange rate. Exchange differences arising from such translation are included into the consolidated income statement. Other revenue: Revenue from bilateral airline agreements is recognized when earned with reference to the terms of each agreement. Sales of hotel accommodation are recognized when the services are provided. Sales of goods and other services are recognized as revenue when the goods are delivered or the service carried out. Non-current assets and disposal groups held for sale — Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. Any liabilities related to non-current assets to be sold are also presented on a separate line in liabilities on the balance sheet. Non-current assets (and disposal groups) classified as held for sale are measured at the lower of the assets’ previous carrying amount and fair value less costs to sell. Revenue recognition — Revenue is measured at the fair value of the consideration Borrowing costs — All borrowing costs are recognized as an expense in the period in which they are incurred. Segment reporting — For the purposes of segment disclosure the Group has identified the following segments: (a) Business segments The principal business segments are airline operations, airline catering, hotel operations and other. Business segment assets comprise all assets used directly in the business area’s operations. Income tax assets are excluded from segment assets. Equity interests in affiliated companies are presented separately. Business segment liabilities and provisions comprise all commitments that are directly attributable to the business segment’s operations. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 134 135 (b)Geographic segments The operations of all segments are based in the Russian Federation. With respect to scheduled passenger and cargo activities, the following geographic analysis is provided: (i) G eographic analysis of revenue from flights — The analysis of revenue from scheduled flights is based upon the geographic location of the place of flight origin; (ii)Geographic analysis of net assets — The major revenue-earning assets of the Company are comprised of its aircraft fleet. Since the Company’s aircraft fleet is employed flexibly across its worldwide route network, there is no suitable basis for allocating such assets and liabilities to geographic segments. Capitalized costs of aircraft checks and major modernization and improvements projects are depreciated on a straight-line basis to the projected date of the next check or based on estimates of their useful lives. Ordinary repair and maintenance costs are expensed as incurred. (iv)Depreciation — The Group depreciates fleet assets owned or held under finance leases on a straight-line basis to the end of their estimated useful life. The airframe, engines and interior of an aircraft are depreciated separately over their respective estimated useful lives. Salvage value for airframes of the foreign fleet is estimated as 5% of historic cost, while salvage value for Russian aircraft is zero. Engines are depreciated on a straight-line basis to the end of the useful life of the related type of aircraft. Useful lives of the Group’s fleet assets are as follows: Property, plant and equipment — Property, plant and equipment are stated at cost, or appraised value, as described below. Depreciation is calculated in order to amortize the cost or appraised value (less estimated salvage value where applicable) over the remaining useful lives of the assets. Airframes of foreign aircraft (a) Fleet Engines of foreign aircraft (i)Owned aircraft and engines — Aircraft and engines owned by the Group as of December 31, 1995 were stated at depreciated replacement cost based upon external valuations denominated in US Dollars. Subsequent purchases are recorded at cost Airclaims, an international firm of aircraft appraisers, conducted the valuation. The Group has chosen not to revalue these assets subsequent to 1995. (ii)Finance leased aircraft and engines — Where assets are financed through finance leases, under which substantially all the risks and rewards of ownership are transferred to the Group, the assets are treated as if they had been purchased outright. The Group recognizes finance leases as assets and liabilities in the balance sheet as amounts equal at the inception of the lease to the fair value of the leased property or, if lower, at the present value of the minimum lease payments. The corresponding obligation, reduced by the capital portion of lease payments made, is included in payables. Custom duties, legal fees and other initial direct costs are added to the amount recognized as an asset. The interest element of lease payments made is included in interest expense in the income statement. (iii)Capitalized maintenance costs — The valuation of aircraft and engines as of December 31, 1995 reflected their maintenance condition, as measured on the basis of previous expenditure on major overhauls and estimated usage since the previous major overhaul. Expenditure of modernization and improvements projects that are significant in size (mainly aircraft modifications involving installation of replacement parts) subsequently are separately capitalized in the balance sheet. The carrying amount of those parts that are replaced is derecognized from the balance sheet and included in gain or loss on disposals of property, plan and equipment in the Group’s consolidated income statement. Airframes of Russian aircraft Engines of Russian aircraft Interiors 20 years 25–32 years 8 years 8–10 years 5 years (v)Capitalized leasehold improvements — capitalized costs that relate to the rented fleet are depreciated over the shorter of their useful life and the lease term. (b)Land and buildings, plant and equipment Property, plant and equipment are stated at historical US Dollar cost. Provision is made for the depreciation of property, plant and equipment based upon expected useful lives or, in the case of leasehold properties, over the duration of the leases using a straight-line basis. These useful lives range from 10 to 20 years. Land areas are not depreciated. (c) Capital expenditure Capital expenditures comprise costs directly related to the construction of property, plant and equipment including an appropriate allocation of directly attributable variable overheads that are incurred in construction as well as costs of purchase of other assets that require installation or preparation for their use. Depreciation of these assets, on the same basis as for other property assets, commences when the assets are put into operation. Capital expenditures are reviewed regularly to determine whether their carrying value is fairly stated and whether appropriate provision for impairment is made. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 136 137 (d)Gain or loss on disposal The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the consolidated income statement. Impairment of non-current assets — At each balance sheet date, the Group reviews the carrying amounts of its non-current assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated income statement. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. Lease deposits — Lease deposits represent amounts paid to the lessors of foreign aircraft, which are held as security deposits by lessors in accordance with the provisions of finance and operating lease agreements; these deposits are returned back to the Group at the end of the lease period. Lease deposits relating to the operating lease agreements are presented as assets on the balance sheet. A part of these deposits is interest-free. Interest-free deposits have been recorded at amortized cost using an average market yield of 6.3% percent. Lease deposits that are part of finance lease arrangements are presented net as part of finance lease liability. Operating leases — Payments under operating leases are charged to the consolidated income statement in equal annual installments over the period of the lease. Related direct expenses including custom duties for leased aircraft are amortized using a straight-line method over the life of lease agreement. Financial instruments — Financial assets and financial liabilities carried on the balance sheet include cash and cash equivalents, marketable securities, investments, derivative financial instruments, trade and other accounts receivable, trade and other accounts payable, borrowings and notes payable. The accounting policies on recognition and measurement of these items are disclosed below in this Note. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, and gains and losses relating to a financial instrument classified as a liability are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realize the asset and settle the liability simultaneously. The result from the realization of the financial instruments is determined based on the FIFO method. (a) Credit risks The sale of passenger and freight transportation is largely processed through agencies that are normally linked to country-specific clearing systems for the settlement of passenger and freight sales. Clearing centers check individual agents operating outside of the Russian Federation. Individual agents operating within the Russian Federation are checked in-house. Receivables and liabilities between major airlines, unless otherwise stipulated in the respective agreements, are settled on a bilateral basis or by settlement through a clearinghouse of the International Air Transport Association (IATA). (b) Fair value The fair value of financial instruments is determined by reference to various market information and other valuation methods as considered appropriate. At the balance-sheet date, the fair values of the financial instruments held by the Group did not materially differ from their recorded book values. (c) Foreign exchange risk The significant portion of the Group’s sales and purchases are linked directly or indirectly to US Dollars or a combination of US Dollars and other major currencies and hence the foreign exchange risk to the Group is partially compensated. The Group’s finance lease liabilities and some other borrowings are denominated in US Dollars, thus further reducing foreign currency exposure in US Dollar terms. In 2006 the Group did not manage foreign exchange risk through the use of hedging instruments but rather aimed to broadly match its assets and liabilities in the different currencies to limit exposure. The Group monitors changes in foreign exchange rates to minimize the level of foreign currency exposure and to identify need for hedging activities. (d)Interest rate risk The Group’s main exposure to interest-rate risk is from its finance lease liabilities and short-term borrowings. In 2006 the Group did not use financial hedging instruments to hedge its exposure to the changes in interest rates, as they are not generally available on the Russian market. The Group constantly monitors changes in interest rates to minimize the level of its exposure and to identify need for hedging activities. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 138 139 (e)Non-financial risks — fuel hedging activities Results of Group’s operations can be significantly impacted by changes in the price of aircraft fuel. The Group periodically purchases derivatives such as jet fuel options in order to hedge its exposure from future price fluctuations in jet fuel. The Group does not use derivatives instruments for speculative purposes. Cash and cash equivalents — Cash and cash equivalents consist of cash on hand, balances with banks and short-term interest-bearing accounts which are used in the day-to-day financing of the Group’s airline activities. Investments — The Group’s financial assets have been classified according to IAS 39 (amended 2004) “Financial Instruments: Recognition and Measurement” into the following categories: trading securities, held-to-maturity investments, loans and other receivables, and available-for-sale investments. Investments with fixed or determinable payments and fixed maturity, which the Group has the positive intent and ability to hold to maturity, other than loans and receivables, are classified as held-to-maturity investments. Derivative financial instruments and investments acquired principally for the purpose of generating a profit from short-term fluctuations in price are classified as trading. All other investments, other than loans and receivables, are classified as available-for-sale. Investments are recognized and derecognized on a trade date basis where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, plus directly attributable transaction costs. Held-to-maturity investments are financial assets excluding derivative contracts which mature on a specified date and which a company has the firm intent and ability to hold to maturity. They are valued at allocated acquisition cost and they are included in longterm assets. Investments other than held-to-maturity debt securities are classified as either investments held for trading or as available-for-sale, and are measured at subsequent reporting dates at fair value. Investments in equity instruments of other companies that do not have a quoted market price are stated at cost less impairment loss, as it is not practicable to determine the fair value of such investments. For derivatives and other financial instruments classified as held for trading gains and losses arising from changes in fair value are included in profit or loss for the period. For available-for-sale investments, gains and losses arising from changes in fair value are recognized directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognized in equity is included in the profit or loss for the period. Impairment losses recognized in profit or loss for equity investments classified as available-for-sale are not subsequently reversed through profit or loss. Impairment losses recognized in profit or loss for debt instruments classified as available-for-sale are subsequently reversed if an increase in the fair value of the instrument can be objectively related to an event occurring after the recognition of the impairment loss. During the year ended December 31, 2006 and 2005, the Group did not have any trading securities other than derivatives acquired specifically for hedging fuel pric- es. The Group did not designate any such derivatives as hedging instruments for IAS 39 purposes. Derivative instruments are accounted for as held for trading with related gains or losses from remeasurement to fair value included in the current period consolidated income statement as other non-operating gains or losses. The Group assesses on each closing date whether there is any objective evidence that the value of a financial asset item or group of items has been impaired. If there is objective evidence that an impairment loss has arisen for loans and other receivables entered at allocated acquisition cost in the balance sheet or for held-to-maturity investments, the size of the loss is determined as the difference of the book value of the asset item and the present value of expected future cash flows of the said financial asset item discounted at the original effective interest rate. The loss is recognized in the consolidated income statement. Loans and receivables — Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are measured at initial recognition at fair value, and are subsequently measured at amortized cost using the effective interest rate method. Because the expected term of an account receivable is short, the value is typically stated at the nominal amount without discounting, which corresponds with fair value. Uncertain accounts receivable are assessed individually and any impairment losses are stated in non-operating expenses. Accounts payable — Trade payables are initially measured at fair value, and are subsequently measured at amortized cost, because the expected term of accounts payable is short, the value is stated at the nominal amount without discounting, which corresponds with fair value. Short-term borrowings — Short-term borrowings comprise the short-term portion of interest-bearing long-term borrowings, i.e. the portion of the loans that is amortized in the coming year, as well as other current interest-bearing liabilities with a term shorter than one year. These liabilities are measured at amortized cost and reported on the settlement date. Long-term borrowings — Long-term borrowings, i.e., liabilities with a term longer than one year, consist of interest-bearing loans which are initially measured at fair value, and are subsequently measured at amortized cost, using the effective interest rate method, as of the settlement date. Expendable spare parts and inventories — Inventories, including aircraft expendables, are valued at cost as determined by the “first-in, first-out” method (“FIFO”) or net realizable value, whichever is lower. Inventories are reported net of provisions for slow-moving or obsolete items. Value added taxes — Value added tax (“VAT”) related to sales is payable to the tax authorities on an accrual basis. For sales of passenger tickets this is when the tickets are registered for a flight by the customers. Domestic flights are subject to VAT at 18% rate and international flights are subject to VAT at 0% rate. Input VAT invoiced by domestic AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 140 141 suppliers as well as VAT paid in respect of imported aircraft and spare parts may be recovered, subject to certain restrictions, against output VAT. The recovery of input VAT relating 0% rate VAT sales is typically delayed by up to 6 months and sometimes longer due to compulsory tax audit requirements and other administrative matters. Input VAT claimed for recovery as of the balance sheet date is presented net of output VAT liability. Recoverable input VAT that is not claimed for recovery in the current period is recorded on the balance sheet as VAT receivable. VAT receivable that is not expected to be recovered within the twelve months from the balance sheet date is classified as longterm asset. VAT balances are not discounted. Where provision has been made against uncollectible receivables, the bad debt expense is recorded at the gross amount of the account receivable, including VAT. Frequent flyer program — The Company records an estimated liability for the incremental costs associated with providing free transportation under the “Aeroflot Bonus” program (see also Note 21) when a free air ticket or upgrade of service class are earned. Principal incremental costs include aircraft fuel costs and third-party passenger services (such as catering services and airport charges). The liability is included in accounts payable and accrued liabilities, and is adjusted periodically based on awards earned, awards redeemed and changes to the “Aeroflot Bonus” program. The costs are included in sales and marketing expenses in the consolidated income statement. Provisions — Provisions are recognized when, and only when, the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable (i.e. more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where expecting timing of cash flows can be estimated and the effect of the time value of money is significant, the amount of a provision is the present value of the expenditures required to settle the obligation. Income tax — The nominal income tax rate for industrial enterprises in Russia in 2006 and 2005 was 24%. The nominal tax rate is subject to regional reductions by up to 4%. The average nominal tax rate of the Group was lower than 24% as the tax rate applicable to different entities within the Group varied from 20% to 24%. Deferred income taxes — Deferred tax assets and liabilities are calculated in respect of temporary differences in accordance with IAS 12 “Income Taxes”. IAS 12 requires the use of the balance-sheet liability method for financial reporting and accounting for deferred income taxes. Deferred income taxes are provided for all temporary differences arising between the tax basis of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recorded only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its tax assets and liabilities on a net basis. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply during the period when the asset is to be realized or the liability settled, based on tax rates that have been enacted or substantively enacted as at the balance-sheet date. As of De- cember 31, 2006 and 2005, deferred tax assets and liabilities have been measured based on tax rates applicable to the Group’s companies range from 20% to 24%. It is charged or credited to the consolidated income statement, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Employee benefits — The Company makes certain payments to employees on retirement, or when they otherwise leave the employment of the Company. These obligations, which are unfunded, represent obligations under a defined benefit pension plan. For such plans, the pension accounting costs are assessed using the projected unit credit method. Under this method, the cost of providing pensions is charged to the income statement in order to spread the regular cost over the average service lives of employees. Actuarial gains and losses are recognized in the income statement immediately. The pension payments may be increased upon the retirement of an employee based on the decision of management. The pension liability for non-retired employees is calculated based on a minimum annual pension payment and do not include increases, if any, to be made by management in the future. Where such post-employment employee benefits fall due more than 12 months after the balance sheet date, they are discounted using a discount rate determined by reference to the average market yields at the balance sheet date. The Company also participates in a defined contribution plan, under which the Company has committed to contribute a certain percentage (15% to 20% in 2006) of the contribution made by employees choosing to participate in the plan. Contributions made by the Company on defined contribution plans are charged to expenses when incurred. Contributions are additionally made to the Government’s Pension fund at the statutory rates in force during the year. Such contributions are expensed as incurred. Treasury shares — The Company’s shares, which are held in treasury stock or belong to the Company’s subsidiaries, are reflected as a reduction of the Group’s equity. The disposal of such shares does not impact net income of the current year and is recognized as a change in shareholders’ equity of the Group. Dividends distributions by the Company are recorded net of the dividends related to treasury shares. Dividends — Dividends are recognized at the date they are declared by the shareholders at a general meeting. Retained earnings legally distributable by the Company are based on the amounts available for distribution in accordance with applicable legislation and reflected in the statutory financial statements. These amounts may differ significantly from the amounts calculated on the basis of IFRS. Earnings per share — Earnings per share are calculated by dividing the income for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. The Group does not have any potentially dilutive equity instruments. Contingencies — Contingent liabilities are not recognized in the financial statements unless they arise as a result of a business combination. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when an inflow of economic benefits is probable. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 142 143 5. SIGNIFICANT ESTIMATES 8. OPERATING COSTS The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. Provisions — Provisions are made when any probable and quantifiable risk of loss attributable to disputes is judged to exist. Depreciable lives of property, plant and equipment — In reporting intangible assets and tangible fixed assets, an assessment is made of the useful economic life and an assessment is made at least once a year to determine whether impairment exists. Compliance with tax legislation — As discussed further in Note 34 compliance with tax legislation, particularly in the Russian Federation, is subject to significant degree of interpretation and can be routinely challenged by the tax authorities. The management records a provision in respect of its best estimate of likely additional tax payments and related penalties which may be payable if the Group’s tax compliance is challenged by the relevant tax authorities. 6. TRAFFIC REVENUE Scheduled flights: Passengers Cargo Charter flights: Passengers Cargo 2006 2005 2,190.3 159.9 1,815.9 155.5 19.6 104.5 15.3 92.6 2,474.3 2,079.3 2005 Aircraft fuel 920.3 741.2 Aircraft and traffic servicing 392.6 346.4 Maintenance 179.9 202.4 Sales and marketing 166.3 142.4 Operating lease expenses 134.5 128.5 Administration and general expenses 96.6 92.6 Passenger services 76.1 67.3 Communication expenses 48.0 41.8 Cost of sales 35.4 24.1 Insurance expenses 20.3 22.3 Bank charges 9.2 9.1 Taxes other than income tax 7.0 17.4 Loss/(gain) on disposal of property, plant and equipment, net 7.5 (3.4) Pilot’s certification and trainings 6.9 6.2 Increase of provision for impairment of fixed assets (Note 20) 1.5 5.5 (5.3) 21.3 2.5 (3.2) 2,099.3 1,861.9 2006 2005 Wages and salaries 346.9 291.8 Social security costs 17.2 14.1 Change in provisions (Note 22) Other expenses / (income) Total operating costs, net 9. STAFF COSTS Pension costs 7. other revenue Airline revenue agreements Ground handling and maintenance Catering services Hotel revenue Refueling services Other revenue 2006 2006 2005 396.1 16.3 14.3 17.0 30.3 34.4 508.4 357.0 22.7 13.7 14.2 21.2 18.2 447.0 45.1 36.4 409.2 342.3 The Company continued its participation in a non-government pension fund to provide additional pensions to certain of its employees upon their retirement. The pension fund requires contributions from both employees and the Company, and is a defined contribution pension plan for the employer. Furthermore, the Company makes payments, upon retirement, to employees participating in the plan with one or more years’ service. These obligations, which are unfunded, represent obligations under a defined benefit pension plan. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 144 145 Pension costs also include compulsory payments to the Pension fund of the Russian Federation (“RF”), contributions to a non-government pension fund and an increase in the net present value of the future benefits the Company expects to pay to its employees upon their retirement under a defined benefit pension plan, as follows: Payments to the Pension Fund of the RF 2006 2005 43.7 34.4 Defined benefit pension plan 1.1 1.7 Defined contribution pension plan 0.3 0.3 45.1 36.4 2006 2005 Finance leases 20.0 13.8 Short-term and long-term borrowings 10.7 11.5 30.7 25.3 (ii)In 2006 the Group purchased jet fuel options to hedge aircraft fuel prices. Due to decrease of fuel prices the option lapsed unexecuted. Total expense relating to purchased fuel options during the year ended December 31, 2006 was approximately USD 1.5 million. In 2005 the Group purchased and exercised two jet fuel options resulting in recognition of gain of USD 11.1 million. (iii)Restructuring and settlement of tax penalties amounting to USD 8.6 million in 2005 represents a waver received in respect of tax penalties relating to payments of income tax, which were accrued for the period from 1997 to 2001. (iv)USD 15.1 million represents VAT paid on amounts received from customers for passenger tickets which were not used, of which USD 6.4 million relates to the year ended December 31, 2005. In 2006 the management determined that these amounts may no longer be recoverable. 10. INTEREST EXPENSE 11. other NON-OPERATING (Expenses) / INCOME, NET Recovery of VAT paid in prior years (i) 2006 2005 – 29.0 Fines and penalties received from suppliers 17.1 11.9 (Loss)/gain on derivatives (ii) (1.5) 11.1 – 8.6 0.8 Restructuring and settlement of tax penalties (iii) Insurance compensation (Loss)/gain from disposal of investments, net Reversal of payables no longer due Non-recoverable VAT (iv) Other expenses 12. Income tax Current income tax charge Deferred income tax benefit / (expense) 2006 2005 (136.0) (58.4) 6.2 (30.6) (129.8) (89.0) Income before taxation for financial reporting purposes is reconciled to taxation as follows: 2006 2005 Profit before income tax 387.9 278.8 3.4 Theoretical tax at statutory rate (24%) (93.1) (66.9) (0.9) 3.7 2.5 – Tax effect of items which are not deductible or assessable for taxation purposes: (18.8) (1.0) Effect of lower tax rates applied 8.9 8.9 (7.7) (4.5) Non-deductible expenses (35.6) (30.4) (9.5) 62.2 Non-taxable income Other permanent differences (i)In 2005 the Company recorded a gain from recovery of VAT paid in prior years in the amount of USD 29.0 million relating to change in accounting for VAT on export cargo transportation services provided in 2003, 2004 and in the first half of 2005 based on adjusted tax returns for the respective previous periods filed with the tax authorities. Prior period current tax adjustments Income tax 6.7 8.3 – 1.1 (16.7) (10.0) (129.8) (89.0) AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 146 147 Differences between IFRS and Russian statutory taxation regulations give rise to certain temporary differences between the carrying values of certain assets and liabilities for financial reporting purposes and their values for profits tax purposes. The tax effect of the movement on these temporary differences is recorded at the tax rates applicable to the Group’s companies and range from 20% to 24% for the years ended December 31, 2006 and 2005. 2006 Movement for year 2005 Movement for year 2004 Tax effects of temporary differences: Property, plant and equipment 5.2 3.3 1.9 (1.2) 3.1 Borrowings 1.5 (1.6) 3.1 – 3.1 Accounts receivable 0.2 0.2 – – – Accounts payable 0.2 0.2 – (0.2) 0.2 Deferred tax assets, net 7.1 5.0 6.4 Property, plant and equipment (70.2) (34.1) (36.1) (9.8) (26.3) Long-term investments (10.6) 3.0 (13.6) 0.3 (13.9) Accounts receivable (16.5) (15.6) (0.9) 1.9 (2.8) Accounts payable 64.8 50.7 14.1 (0.7) 14.8 Deferred revenue – – – (20.0) 20.0 Deferred tax liabilities, net (32.5) (36.5) (8.2) 6.1 (29.7) 14. Short-term investments Available-for-sale investments Corporate and government bonds Corporate shares Other short-term investments Promissory notes from third parties Bank deposits with original maturities exceeding 90 days Other short-term investments Reserve for ST investments 2006 2005 2.2 7.8 10.0 0.6 1.2 1.8 4.8 7.5 23.1 (0.5) 34.9 44.9 3.3 21.7 3.7 – 28.7 30.5 Corporate and government bonds represent bonds denominated in Russian rubles issued by the Government of the Russian Federation and major Russian companies with maturity dates from 2007 to 2010 and yield to maturity of 8.4–12.98 percent per annum as of December 31, 2006. Corporate shares are publicly traded shares of Russian companies with readily available market prices. In the consolidated financial statements of the Group investments in bonds and shares are reflected at period-end market value based on last traded prices obtained from the Moscow Interbank Currency Exchange (“MICEX”). As of December 31, 2006 interest rate on bank deposits denominated in Russian roubles with original maturities exceeding 90 days bore interest between 5.75 and 9.5 percent per annum. In 2005 the Company placed bank deposit denominated in Russia roubles at the interest rates of 7.5 percent per annum and US dollars denominated deposit at 7.5 percent per annum. 13. CASH AND CASH EQUIVALENTS 2006 2005 54.2 34.3 101.4 17.4 8.2 3.4 13.3 5.6 Bank deposits 2.4 43.8 Cash in transit and other 1.8 5.0 181.3 109.6 Ruble denominated bank accounts Bank accounts denominated in USD Bank accounts denominated in Euros Bank accounts denominated in other currencies 15. ACCOUNTS RECEIVABLE AND PREPAYMENTS, NET Trade receivables Prepayments and accrued income Other receivables Provision for bad and doubtful accounts Income tax prepaid VAT and other taxes recoverable, other than income tax 2006 2005 191.7 76.6 47.9 (18.2) 298.0 14.8 388.5 701.3 232.7 49.7 90.0 (18.3) 354.1 4.8 216.0 574.9 AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 148 149 16. expendable spare parts and INVENTORIES 18. LONG-term investments 2006 2005 Expendable spare parts 39.7 25.6 Available-for-sale investments Fuel 19.9 18.0 SITA Investment Certificates Other inventory 19.4 18.0 Shares in France Telecom 79.0 61.6 Mutual investment funds 2006 2005 0.7 0.8 14.1 12.8 0.9 1.9 15.7 15.5 – 0.4 Loans and promissory notes from third parties 0.7 0.6 Other 2.5 0.3 3.2 1.3 18.9 16.8 Other long-term investments 17. Equity accounted investments Loans and promissory notes from related parties 2006 Voting power Carrying value CJSC “Aerofirst” 2005 Voting power Carrying value 33.3% 4.8 33.3% 4.4 CJSC “TZK Sheremetyevo” 31% 5.8 31% 3.6 CJSC “AeroMASH — AB” 45% 1.5 45% 1.1 LLC “Aeroimp” 25% 3.3 25% – 50% 3.8 50% 2.9 Various 2.3 Various 2.1 LLC “Airport Moscow” Other 21.5 14.1 Summarized financial information in respect of the Group’s affiliates accounted by using equity method based on their respective financial statements prepared for the years ended December 31, 2006 and 2005 is set out below: 2006 2005 Total assets 131.6 100.6 Total liabilities (71.5) (52.2) 60.1 48.4 Net assets Impairment provision Group’s share in net assets of equity accounted investments Revenue Profit for the year Group’s share of result of equity accounted investments or the year – (3.5) 21.5 17.6 21.5 14.1 724.7 578.8 10.0 11.7 8.4 5.7 19. other non-current assets Other non-current assets as of December 31, 2006 are VAT recoverable of approximately USD 78.3 million relating to finance and operating leases of aircraft and capitalized amount of custom duties of approximately USD 41.6 million relating to operating leases of aircraft. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 150 151 20. PROPERTY, PLANT AND EQUIPMENT Plant, Capital equipment expendiand other ture (i) As of December 31, 2006 and 2005, fixed assets, principally Russian aircraft and engines, with a net book value of USD 4.9 million and USD 14.0 million, respectively, were pledged as collateral under loan agreements. Owned aircraft and engines Leased aircraft and engines Land and buildings 482.6 446.8 179.2 189.2 54.3 1,352.1 Foreign currency translation (0.8) (0.1) (0.4) (0.5) (1.4) (3.2) Additions 29.3 1.5 3.3 16.9 112.3 163.3 Capitalized overhaul costs 24.0 16.8 – – – 40.8 Transfers 10.5 5.2 – 3.6 (19.3) – Disposals (53.6) (80.7) (0.3) (13.9) (11.0) (159.5) December 31, 2005 492.0 389.5 181.8 195.3 134.9 1,393.5 2.1 2.1 1.0 1.1 9.9 16.2 Additions (ii) 30.1 263.7 1.5 15.1 206.0 516.4 Capitalized overhaul costs (iv) 15.8 – – – – 15.8 1.7 27.8 0.4 14.9 (44.8) – Disposals (iii) (40.8) – (0.2) (9.2) (2.7) (52.9) December 31, 2006 500.9 683.1 184.5 217.2 303.3 1,889.0 (363.1) (70.5) (60.5) (140.6) – (634.7) 0.2 – 0.1 0.4 – 0.7 Impairment reserve (4.9) – – 0.5 (1.1) (5.5) Charge for the year (35.7) (22.2) (9.1) (13.0) – (80.0) 49.3 60.3 0.1 10.6 – 120.3 (354.2) (32.4) (69.4) (142.1) (1.1) (599.2) (1.1) (0.1) (0.4) (1.1) – (2.7) Impairment reserve 0.6 – – (2.1) – (1.5) Charge for the year (34.6) (39.8) (9.2) (14.0) – (97.6) 32.2 – – 7.3 – 39.5 (357.1) (72.3) (79.0) (152.0) (1.1) (661.5) December 31, 2005 137.8 357.1 112.4 53.2 133.8 794.3 December 31, 2006 143.8 610.8 105.5 65.2 302.2 1,227.5 Total Cost December 31, 2004 Foreign currency translation Transfers Accumulated depreciation December 31, 2004 Foreign currency translation Disposals December 31, 2005 Foreign currency translation Disposals December 31, 2006 Net book value (i)Assets under construction include capital expenditures made by the Company on the construction of the new Sheremetyevo-3 terminal. Capital expenditures as of December 31, 2006 and 2005 amount to USD 209.3 million and USD 67.6 million, respectively. Also capital expenditures as of December 31, 2006 include prepayment for delivery of three Airbus A-321 aircraft, which will be acquired by the Company on finance leases terms, for the amount of USD 31.0 million. (ii)In 2006 the Group acquired four Airbus A-321 aircraft, five Boeing 737-500 aircraft and three Tupolev Tu-134 under finance leases for the amount of USD 227.3 million, USD 51.9 million and USD 4.6 million, respectively. As of December 31, 2005 the amount of USD 27.8 million for the four Airbus A-321 have been included in capital expenditures. (iii)In 2006, the Company’s subsidiaries OJSC “Aeroflot-Don” and CJSC “AeroflotNord” sold aircraft owned by the Group: one Tupolev Tu-154 aircraft for the amount of USD 0.1 million, five Tupolev Tu-134 aircraft and two Antonov An-24 aircraft for the amount of USD 3.1 million Also one aircraft Tupolev Tu-134 was sold for the amount of USD 0.3 million. (iv)Of the total costs of USD 45.9 million capitalized during 2006 in respect of owned aircraft and engines USD 28.8 million related to regular checks and modernization of engines and USD 15.8 million related to the aircraft overhauls. In 2006 the Company has continued the program of modernization of the interiors of Boeing 767-300 aircraft held under operating leases and finished the modernization of nine aircraft. Total capitalized expenses incurred as a result of this modernization as of December 31, 2006 amounted to USD 40.7 million, including USD 1.8 million capitalized in 2005 and partly shown as transfer from capital expenditure. 21. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Trade payables and accruals Income tax payable Wages and social contributions payable Other payables Advances received (other than unearned transportation revenue) Taxes payable (other than income tax) Merchandise credits Frequent flyer program liability Other accrued expenses Dividends payable Notes payable 2006 2005 243.4 1.7 50.2 137.4 19.2 4.2 7.4 12.6 7.0 2.3 – 485.4 186.6 42.0 40.3 16.6 11.3 9.6 8.5 7.8 5.8 2.7 2.0 333.2 AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 152 153 The Group introduced the “Aeroflot Bonus” frequent flyer program in 1999. As of December 31, 2006 and 2005 approximately 676 thousand and 442 thousand passengers, respectively, participated in the program. Frequent flyer program liability as of December 31, 2006 and 2005 represents incremental costs, which are included in sales and marketing expenses, associated with providing free transportation under “Aeroflot Bonus” program. 23. OTHER NON-CURRENT LIABILITIES 22. PROVISIONS 2006 2005 Beginning of the year 88.6 67.3 Additional provision in the year 23.6 42.9 (28.9) (21.6) 83.3 88.6 7.2 7.2 Release of provision End of the year vices in 1997-1998 to be void, as this contradicted Russian legislation and invoiced the Company for approximately USD 7.2 million for underpaid amounts relating to 1997–1998 and interest accrued as of December 31, 2004. This amount is included in provisions as of December 31, 2006 and 2005 in full and is presented as a current liability as of December 31, 2006. The liability was settled in March 2007. 2006 2005 Defined benefit pension obligation — non-current portion 11.5 10.5 VAT payable on leased aircraft 74.1 – Custom duties payable on leased aircraft 67.1 – Other non-current liabilities – 2.0 152.7 12.5 Analyzed as: Current liabilities Non-current liabilities 76.1 81.4 83.3 88.6 The Group is a defendant in various legal actions. Provisions represent management’s best estimate of the Group’s probable losses relating to various actual and potential legal claims. Additionally, the Group provides against tax contingencies and the related interest and penalties based on management’s estimate of the amount of the additional taxes that may be due. However, the range of potential exposures has not been disclosed to avoid prejudicing the Group’s position. The Company is a defendant in a claim by the owner of a cargo plane, which crashed in Italy in October 1996, whilst on charter to the Group. The basis of the claim concerns liability for the loss of the aircraft and the responsibilities of the parties at the time of the crash. According to a report prepared by Airclaims, compensation relating to crashed aircraft ranges from USD 11.8 million to USD 15.3 million. Management had made their best assessment of the likely outcome associated with this issue and recorded a provision amounting to USD 12.0 million as of December 31, 2003. In April 2005, the Arbitration court has decided in favor of the claimant regarding compensation and awarded damages amounting to USD 35.0 million, accordingly the reserve was increased to USD 35.0 million. The provision amounted to USD 35.0 million has been included in consolidated financial statements as of December 31, 2006 and 2005. Currently, there is uncertainty regarding final resolution. At the present time execution of the court decision is suspended and the Company has filed an appeal. Final adjustments (if any) to this uncertainty will be made in the financial statements when the outcome of the issue is known. In 2001 Federal Unitary Entity, Goscorporation OVD claimed the agreement with Federal Aviation Service on application of a 50 percent discount on aeronavigation ser- Other non-current liabilities represent long-term portion of VAT and customs duties relating to imported leased aircraft assets payable in equal monthly installments over 34 month period from the date these assets were cleared through customs. Amounts payable related to custom duties have been discounted using discount rate of 8.05 percent with a related gain from discounting included in the amount of related assets. 24. SHORT-TERM BORROWINGS 2006 2005 – 10.8 10.0 1.7 – 60.2 – – – 0.4 99.2 45.0 5.3 8.3 39.3 9.2 – – 5.4 – 34.0 0.9 228.8 100.9 Loans and credit lines in USD West LB AG (Germany) (i) NATEXIS BANQUES POPULAIRES (ii) ABN Amro Bank (iii) Other short-term bank loans Amsterdam Trading Bank — current portion (Note 25) Loans in Russian rubles Vnesheconombank (iv) Sberbank of the Russian Federation (v) TransCreditBank (vi) Alfa-bank (vii) Vneshtorgbank (vi) Other short-term bank loans AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 154 155 (i)The balance as of December 31, 2005 represented short-term portion of a credit line amounting to USD 60.2 million and bears interest of LIBOR + 2.3 percent per annum. The effective average interest rate for 2006 was 5.7 percent per annum. During 2006 the loan was repaid in full. (i)The balance as of December 31, 2005 consists of a credit line amounting to USD 30.0 million and bears interest of LIBOR + 1.9 percent per annum. The credit was obtained to finance its current activities. The effective average interest rate for 2006 was 6.65 percent per annum. The loan was fully repaid by the Company in July 2006 before its contracted maturity dates. (ii)The balance as of December 31, 2006 represented short-term portion of a credit line amounting to USD 10.8 million and bears interest of LIBOR + 1.75 percent per annum. The effective average interest rate for 2006 was 6.99 percent per annum. (ii)The balance as of December 31, 2005 represented long-term portion of a credit line amounting to USD 30.0 million and bore interest of LIBOR + 2.3 percent per annum. The effective average interest rate for 2006 was 6.97 percent per annum. The loan was fully repaid by the Company in May 2006 before its contracted maturity date. (iii)The balance as of December 31, 2006 represented short-term portion of a credit line amounting to USD 10.0 million and bears interest of LIBOR + 1.05 percent per annum. The effective average interest rate for 2006 was 6.4 percent per annum. (iii)The loan amounting to USD 8 million bore interest of 8.5 percent per annum and was payable by December 1, 2009. The loan was obtained by the Company to finance the purchase of property, plant and equipment with a net book value of USD 5.2 million which were pledged as collateral under this agreement as of December 31, 2006. The effective average interest rate for 2006 was 8.5 percent per annum. The loan was fully repaid by the Company in December 2006. (iv)The credit line granted by the Vnesheconombank amounting to USD 99.2 million. Percentage rate for 2006 was 9.0 percent per annum. Since December 25, 2006 interest rate was 9.25 percent per annum. The effective average interest rate for 2006 was 9.2 percent per annum. (iv)Long-term portion of the loan amounting to USD 2.6 million was payable by June 8, 2009 and bore interest of 8.0 percent per annum. The loan was obtained by the Company to finance the purchase of fixed assets. Fixed assets with a net book value of USD 3.1 million were pledged as collateral under this agreement as of December 31, 2006. The effective average interest rate for 2006 was 8.0 percent per annum. During 2006 the loan was repaid in full. (v)The credit line granted by the Sberbank of the Russian Federation amounting to USD 45.0 million. The credit was obtained to replenish the Group’s working assets and interest rate was 8.5 percent per annum. The effective average interest rate for 2006 was 7.0 percent per annum. (vi)The amounts represent the net balance due under a series of short-term security sale and repurchase agreements bearing interest rates of 6.9 per cent. (vii)The credit line granted by Alfa-bank amounting to USD 8.3 million. Property, plant and equipment with a net book value of USD 0.15 million are pledged as a collateral under this loan agreement. The effective average interest rate for 2006 under this credit line was 10.0 percent per annum. On demand or within one year In two to five years Total Less: amounts due to settlement within 12 months 2006 2005 West LB Vostok (i) – 30.0 West LB AG (Германия) (ii) – 30.0 Amsterdam trading Bank (iii) – 8.0 Amsterdam trading Bank (iv) – 2.6 Accor 2.6 2.5 Other long-term bank loans 3.1 2.9 5.7 76.0 Loans in USD 2005 228.8 100.9 The borrowings are repayable as follows: After five years 25. LONG-TERM BORROWINGS 2006 Amounts due for settlement after 12 months – 70.6 5.7 5.4 234.5 176.9 (228.8) (100.9) 5.7 76.0 AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 156 157 26. FINANCE LEASE PAYABLE Ordinary shareholders are allowed one vote per share. The Group leases aircraft under finance lease agreements. Leased assets are listed in Note 1 above. Total outstanding payments Finance charge Principal outstanding Representing: Short-term lease payable Long-term lease payable Due for repayment (principal and finance charge): On demand or within one year In two to five years After five years 2006 2005 612.6 (107.4) 505.2 350.1 (42.7) 307.4 52.2 453.0 26.1 281.3 72.1 261.3 279.2 33.6 128.0 188.5 612.6 350.1 Interest unpaid as of December 31, 2006 and 2005 was approximately USD 2.3 million and USD 1.1 million, respectively, and has been included in accrued expenses. In 2006 and 2005 the effective interest rate on these leases approximated 5.3 and 4.1 percent per annum, respectively. In 2006 the Group obtained four Airbus A-321s and five Boeing B-737-500 under finance leases. The related short-term and long-term finance lease liabilities as of December 31, 2006 amounted to USD 21.7 million and USD 194.5 million, respectively. In 2005 the Company returned to a lessor one Airbus A-310 which resulted in termination of a related finance lease agreement. At the date of termination the net book value of this aircraft was USD 19.4 million. The short-term finance lease liability decreased by USD 26.8 million, thus producing a gain of USD 7.5 million included in gain on disposal of property, plant and equipment. The Company’s aircraft leases are subject to both positive and negative covenants. In accordance with those covenants, the Company maintains insurance coverage for its leased aircraft. 27. SHARE CAPITAL Number of shares authorized and issued Number of shares in treasury stock Number of shares outstanding (50,198,379) (50,382,706) 1,060,417,920 1,060,233,593 Ordinary shares of one Russian ruble each: As of December 31, 2005 As of December 31, 2006 1,110,616,299 1,110,616,299 During 2006 the number of treasury shares held by the Group increased by 184,327. The Company’s shares are listed on the Russian Trade System (“RTS”) and MICEX and as of May 29, 2007 were traded at USD 2.5 per share. The Company launched a Level 1 Global Depositary Receipts (GDR) program in December 2000. The Company signed a depositary agreement with Deutsche Bank Group, allowing the Company’s shareholders to swap their shares for GDR’s, which trade over-the-counter on US and European markets. The swap ratio was established at 100 shares per GDR. Per depositary agreement the total volume of GDR of the Company cannot exceed 20 percent of the Company’s share capital. In 2001, the Company’s GDR’s were listed on the NEWEX (New Europe Exchange) stock exchange in Vienna and after closing of this exchange the GDR’s were transferred to the third segment of the stock exchange in Frankfurt. 28. retained earnings, dividends The statutory accounting reports of the Group companies are the basis for profit distribution and other appropriations. For the years ended December 31, 2006 and 2005, the statutory profits of the Company, as reported in the published annual statutory financial statements, were 7,981 million Russian rubles and 6,032 million Russian rubles, respectively. In respect of 2006, the Board of Directors recommended to approve dividends of RUR 1.29 per share (approximately 5 US cents per share), which will be paid to shareholders between June 24 and August 22, 2007. This dividend is subject to approval by shareholders at the annual shareholders’ meeting and has not been recognized as a liability in these financial statements. 29. SEGMENT INFORMATION The Group is organized into three main segments: • Airline — domestic and international passenger and cargo air transport and other airline services; • Catering — the preparation of food and beverages for air travel; • Hotels — the operation of hotels. All operations are based in the Russian Federation; therefore no geographical segment information is disclosed. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 158 159 Details of the geographical breakdown of revenues from scheduled passenger and cargo airline activities are as follows: By region 2006 2005 Europe 463.5 376.8 Asia 199.1 171.5 North America 72.3 68.8 Other 17.5 13.6 Europe 461.0 383.3 Asia 205.7 182.4 North America 69.5 66.0 Other 17.3 12.7 Other international flights 48.4 45.2 636.0 495.6 2,190.3 1,815.9 11.6 10.0 Asia 4.8 5.3 North America 4.6 4.7 Other 0.1 0.1 Europe 28.3 27.7 Asia a) Scheduled passenger revenue International flights from Moscow to: International flights to Moscow from: Domestic flights b) Scheduled cargo revenue International flights from Moscow to: Europe International flights to Moscow from: 53.9 54.4 North America 5.3 6.8 Other 0.1 0.2 Other international flights 9.4 13.1 41.8 33.2 159.9 155.5 Domestic flights Reporting format — business segments Year ended December 31, 2006 Airline Catering Hotels Other Eliminations Total Group External sales Inter-segment sales Total revenue Operating profit Interest expense Interest income Share of income in associates Foreign exchange and translation (loss) income, net Non-operating income (loss), net Income before taxation Taxation Net income Segment assets Associates Unallocated assets Consolidated total assets Segment liabilities Unallocated liabilities Consolidated total liabilities Capital expenditure Depreciation Other non cash expenses (income) 2,943.5 – 2,943.5 364.9 16.3 42.5 58.8 8.9 17.1 4.9 22.0 7.2 5.8 2.1 7.9 (3.5) – (49.5) (49.5) (0.5) 6.4 – 1.8 0.2 – 2,982.7 – 2,982.7 377.0 (30.7) 4.0 8.4 2,307.3 21.5 19.4 – 25.2 – 300.1 – – (277.2) – 572.8 17.6 19.8 40.6 (38.9) 388.6 93.0 (2.5) 0.9 0.9 (0.3) 1.4 3.1 – 143.2 0.2 – – – – 38.7 (9.5) 387.9 (129.8) 258.1 2,374.8 21.5 9.8 2,406.1 611.9 1,005.3 1,617.2 534.1 97.2 (2.8) Year ended December 31, 2005 Airline Catering Hotels Other Eliminations Total Group External sales Inter-segment sales Total revenue Operating profit Interest expense Interest income Share of income in associates Foreign exchange and translation income, net Non-operating loss, net Income before taxation Taxation Net income Segment assets Associates Unallocated assets Consolidated total assets Segment liabilities Unallocated liabilities Consolidated total liabilities Capital expenditure Depreciation Other non cash expenses 2,497.4 – 2,497.4 238.0 13.7 27.8 41.5 (5.5) 14.2 5.1 19.3 5.3 1.0 1.1 2.1 1.4 – (34.0) (34.0) 2.9 5.7 – – – – 2,526.3 – 2,526.3 242.1 (25.3) 6.9 5.7 1,636.6 14.1 19.5 – 25.2 – 117.5 – (195.8) – 499.2 17.7 4.6 101.2 (91.3) 144.2 75.6 20.8 1.0 1.0 – 0.9 3.4 – 58.0 – – – – – (12.8) 62.2 278.8 (89.0) 189.8 1,603.0 14.1 5.1 1,622.2 531.4 523.3 1,054.7 204.1 80.0 20.8 AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 160 161 30. RELATED PARTY TRANSACTIONS The ultimate controlling party of the Company is the government of the Russian Federation and all companies controlled by the government of the Russian Federation are treated as related parties of the Group for the purpose of these consolidated financial statements. The financial statements of the Group include the following balances and transaction with related parties: 2006 2005 119.8 37.7 78.3 28.0 28.4 – 360.0 141.2 63.9 – 2006 2005 52.4 728.5 0.6 77.7 550.3 0.6 Assets Cash balances Accounts receivable VAT recoverable on leased aircraft Liabilities Accounts payable and other liabilities VAT and custom duties payable on leased aircraft Sales Purchases Dividend income received Purchases consist primarily of purchases of aircraft fuel as well as airnaviagation and airport services. The summary of balances and charges relating to the taxes due to the government of the Russian Federation for the years ended December 31, 2006 and 2005 is presented below: Account receivable from tax authorities Account payable to tax authorities Income and other taxes paid 2006 2005 117.2 8.1 335.7 188.1 51.6 396.9 The amounts outstanding to and from related parties are unsecured and will be settled in cash. No guarantees have been given or received. No expense has been recognized in the period for bad or doubtful debts in respect of the amounts owed by related parties. Compensation of key management personnel The remuneration of directors and other members of key management (the members of the Board of Directors and Management Committee as well as key managers of flight and ground personnel who have significant power and responsibilities on key control and planning decisions of “Aeroflot”) consisted of short-term benefits including salary and bonuses as well as short-term compensation for serving on the management bodies of Group companies, and amounted to approximately USD 11.6 million and USD 10.2 million for the years ended December 31, 2006 and 2005, respectively. Such amounts are stated before personal income tax but exclude unified social tax. According to Russian legislation, the Group makes contributions to the Russian State pension fund as part of unified social tax for all its employees including key management personnel. Government officials, who are directors, do not receive remuneration from the Group. In 2006 the definition of key management above has been expanded to include certain other key management outside the Company’s Board of Directors. Corresponding figure for the year ended December 31, 2005 has been adjusted for consistency. 31. COMMITMENTS UNDER OPERATING LEASES Future minimum lease payments under non-cancelable aircraft and other operating leases are as follows: On demand or within one year In two to five years After five years Total minimum payments 2006 2005 134.6 769.0 800.5 1,704.1 114.1 428.5 287.1 829.7 The table above includes 19 Airbus A-320s and 4 A-319s for which the lease agreements were entered into in 2006 but which will commence during 2007–2009. The amounts above represent base rent. Maintenance fees payable to the lessor based on actual flight hours and other usage variables are not included in the table. For details of the fleet subject to operating leases refer to Note 1. Additionally, the Group leases land from the Moscow Region authorities under longterm operating lease agreements. 32. CAPITAL COMMITMENTS The Group’s capital commitments related to acquisition of property, plant and equipment as of December 31, 2006 amounted to approximately USD 1,313 million. These commitments relate to purchases of thirty Sukhoi SuperJet-100 (SSJ) aircraft, three new A321-200 aircraft expected to be delivered during 2007, contracts for modernization of interiors of leased Boeing 767-300 aircraft, as well as contracts related to construction of Sheremetyevo-3 terminal and the new office building for Company. AEROFLOT ANNUAL REPORT 2006 FINANCIAL REPORT 162 163 33. change of classification for assets and liabilities previously classified as held for sale rapidly. These changes are characterized by poor drafting, different interpretations and arbitrary application by the authorities. On December 30, 2005, the Company entered into a preliminary agreement to sell 70% of its shares in OJSC Terminal as follows: 25% plus one share to International Airport Sheremetyevo; 25% plus one share to Vneshtorgbank; and 20% minus two shares to Vneshekonombank. The government of the Russian Federation is a controlling shareholder in all of the entities that are parties to this agreement. The assets and liabilities of OJSC Terminal and other capitalized costs relating to the construction of the Sheremetyevo-3 terminal, which were expected to be sold within twelve months, were classified as a disposal group held for sale and presented separately in the balance sheet for the year ended December 31, 2005 in the prior year financial statements of the Group. The major classes of assets and liabilities comprising the disposal group classified of December 31, 2005 as held for sale in the prior year financial statements were as follows: Cash and cash equivalents 8.5 VAT and other taxes recoverable 6.2 Prepayments 0.6 Inventories 0.3 Property, plant and equipment 67.6 Assets of a disposal group classified as held for sale 83.2 Trade payables and accruals (7.4) Other non-current liabilities (2.0) Liabilities associated with assets of a disposal group classified as held for sale (9.4) Net assets of disposal group 73.8 Subsequent to December 31, 2006 the Group sold a total of 45% minus one share in OJSC Terminal to Vneshtorgbank and Vneshekonombank (see also note 36 “Subsequent events”). However, the sale of 25% plus one share of OJSC Terminal to International Airport Sheremetyevo is no longer considered to be highly probable in the near future. As a result, the management of the Group considers that the conditions for classification of assets and liabilities of OJSC Terminal and other capitalized costs relating to the construction of the Sheremetyevo-3 terminal as disposal group in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” are no longer met. Accordingly, the Group has reclassified the balances classified as held for sale as of December 31, 2005 back into the appropriate balance sheet lines. 34. CONTINGEncies Political environment — The government of the Russian Federation continues to reform the business and commercial infrastructure in its transition to a market economy. As a result laws and regulations affecting businesses continue to change Taxation — Russian tax legislation is subject to varying interpretations and constant changes. Furthermore, the interpretation of the tax legislation by the tax authorities, as applied to the transactions and activity of the Group, may not coincide with that of management. As a result, the tax authorities could challenge transactions and the Group could be assessed additional taxes, penalties and interest, which could be significant. Periods remain open to review by the tax authorities for three years. The Group’s management believes that it has adequately provided for tax liabilities in the consolidated financial statements; however the risk remains that the relevant authorities could take up differing positions with regard to interpretative issues, and the effect could be significant. Legal action — Former members of the Group’s management and two Swiss nonbank financial companies that provided treasury and financial services to the Group, are currently under civil and criminal investigation by the Swiss and Russian authorities for potential misconduct related to funds managed under treasury and financial services agreements, which were entered into by the former management of the Group. On November 16, 2006 the court in Moscow considered the Company’s claim against two former employees of the Group and an employee of Financial United Corporation and awarded the total of approximately USD 8.2 million in damages to the Group. The Group intends to pursue recovery of all losses to the fullest extent possible. However, due to remaining uncertainties in collecting already awarded and any possible additional amounts it has not recognized any assets in its consolidated financial statements. 35. SUBSEQUENT EVENTS Electronic ticketing — As part of its agreement with SkyTeam alliance the Company has committed to introduce e-ticketing on all of its flights. Under the current Russian legislation, tickets for passenger air carriage can only be issued in documentary form. The Ministry of transportation of the Russian Federation signed an Order on November 8, 2006 which would allow the usage and regulate electronic ticketing in the civil aviation which will become effective on February 13, 2007. Introduction of e-ticketing capabilities will necessitate certain additional costs to the Group which at present cannot be comprehensively estimated. However, in the longer-term it would allow the Company to achieve savings, while also increasing convenience for its customers. Sale of equity in Terminal — In January 2007 the Company completed the sale of 25% plus one share in OJSC Terminal to Vneshtorgbank for approximately RUR 1,025 million in cash (USD 38.9 million at December 31, 2006 exchange rate). In March 2007 20% less two shares in Terminal were sold to Vneshekonombank for approximately RUR 774 million (USD 29.4 million at December 31, 2006 exchange rate). Airbus A330-200 — On April 2, 2007, the Group’s management agreed to enter into a finance lease agreement for two new Airbus A330-200 aircraft. Deliveries of aircraft will begin in November and December 2008. AEROFLOT ANNUAL REPORT 2006 Appendixes 164 165 Appendixes Overview of Major Deals and Interested Party Transactions On April 10, 2006, an a extraordinary general meeting of Aeroflot shareholders approved the following interested party transactions: • The purchase and sales agreement for shares of OJSC Terminal between JSC Aeroflot and OJSC Sheremetyevo International Airport, according to which Aeroflot releases to Sheremetyevo International Airport the rights for 9,490,001 common registered shares (par value of one share is 100 rubles), which equals 25%+1 of the total number of shares outstanding of Terminal, for a price of 1,024,920,108 rubles, based on the market price of 108 rubles for one share. • The purchase and sales agreement for shares of OJSC Terminal between JSC Aeroflot and OJSC Vneshtorgbank, according to which Aeroflot releases to Vneshtorgbank the rights for 9,490,001 common registered shares (par value of one share is 100 rubles), which equals 25%+1 of the total number of shares outstanding of Terminal, for a price of 1,024,920,108 rubles, based on the market price of 108 rubles for one share. • The purchase and sales agreement for the shares of OJSC Terminal between JSC Aeroflot and OJSC Vnesheconombank according to which Aeroflot releases to Vnesheconombank the rights for 7,591,998 common registered shares (par value of one share is 100 rubles), which equals 20%-2 of the total number of shares outstanding of Terminal, for a price of 774,383,796 rubles, based on the market price of 102 rubles for one share. On May 16, 2006, the extraordinary general meeting of Aeroflot shareholders approved deals with interested parties for the delivery of RRJ planes between 2008 and 2011.* The particularly important terms of the deals are as follows: • Modification of the RRJ95B planes: the delivery agreement includes the right to convert individual planes into RRJ75Bs; • Number of planes to be delivered is 30; • Date of delivery of the planes is from November 2008 to April 2011; • Price (pecuniary valuation) of the delivered planes is no more than USD 630,000,000 as of February 10, 2006; • Catalogue price of the planes is USD 26,200,000. The final price is determined on the date of delivery based on the discounts determined by the delivery contract. • Sukhoi Civil Aircraft guarantees the following financial terms of the deal: а) 20 planes are guaranteed to be leased for 12 years; b) 10 planes are financed based on the terms of the purchase agreement. • Size of advanced payments equals USD 524,480 for every plane. • The supplier guarantees the salvage value of the obtained planes in accordance with the agreement of the salvage value from December 7, 2005. Further information on the AGM and EGM decisions can be found in the “Shareholder and Investors” section of the Aeroflot website — www.aeroflot.ru. * RRJ is currently SSJ. Glossary of terms and abbreviations AEA – Association of European Airlines. Aeroflot Bonus – frequent flyer program. Aircraft departures – the number of landings or flight stages flown. Aircraft hours flown – the total number of revenue hours flown “block-to-block”. “Block-toblock“ time is defined as the total number of hours (and minutes) measured from the time the aircraft moves from the loading point until it stops at the unloading point. Aircraft kilometers flown – the sum of distances flown by all revenue flights. Available seat kilometers (ASKs) – the total number of seats available for the transportation of revenue passengers multiplied by the number of kilometers which those seats are flown. Available ton kilometers (ATKs) – the total number of metric tons available for the transportation of passengers and cargo multiplied by the number of kilometers which this capacity is flown. Average stage distance – aircraft kilometers flown divided by the number of revenue landings. ATC – Aviation Technical Center. BSP – Billing and Settlement Plan (clearing center for payments between agents and airlines). Cargo tons carried – all cargo (freight and mail) counted on a point-to-point basis (in metric tons) covered by air waybills for which remuneration is received. Cargo ton kilometers (CTKs) - one ton of revenue cargo transported one kilometer. CTK’s are computed by multiplying metric tons of cargo by the kilometers they are flown. ECAC – European Civil Aviation Conference. FSTS – Russian Federal Service for Transport Supervision. Group – JSC Aeroflot and its subsidiaries. IATA – International Air Transport Association. IOSA – IATA Operational Safety Audit. ISO – International Organization for Standardization (organization based in Geneva, Switzerland, bringing together national standardization institutes of 157 countries to set common international standards in all spheres of industry). LIBOR – London Interbank Offered Rate (the rate at which banks borrow money from each other on the London interbank market). Market capitalization - total market value of the company’s shares. Marketing flights – flights where Aeroflot acts as marketing partner. MICEX – Moscow Interbank Currency Exchange. Passengers carried – a passenger for whose transportation air carrier receives commercial remuneration. Passenger load factor – revenue passenger kilometers expressed as a percentage of available seat kilometers. p.p. – percentage points. Revenue passenger kilometers (RPKs) – one fare-paying passenger transported one kilometer. RPK’s are computed by multiplying the number of passengers by the kilometers they are flown. Revenue ton kilometers (RTKs) – one ton of revenue traffic (passengers, baggage, and cargo) transported one kilometer. Revenue ton kilometers are computed by multiplying metric tons of revenue traffic by the kilometers which this traffic is flown. RF – Russian Federation. RTS - Russian Trading System. TCAP – Training Center for Aviation Personnel. RUR – Russian roubles. Utilization – average hours flown (“block-to-block” basis) per aircraft per day. VAT – value added tax. Weight load factor - Revenue ton kilometers expressed as a percentage of available ton kilometers. AEROFLOT ANNUAL REPORT 2006 Appendixes 166 167 Operational statistics Aeroflot Aircraft kilometers flown International routes Domestic routes Total Aircraft departures International routes Domestic routes Total Aircraft hours flown International routes Domestic routes Total Passengers carried International routes Domestic routes Total Freight and mail tons carried International routes Domestic routes Total Available seat kilometers International routes Domestic routes Total Revenue passenger kilometers International routes Domestic routes Total Passenger load factor International routes Domestic routes Total Cargo ton kilometers International routes Domestic routes Total Revenue ton kilometers International routes Domestic routes Total Available ton kilometers International routes Domestic routes Total Weight load factor International routes Domestic routes Total 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 144,801.1 6,780.3 151,581.4 135,568.9 12,014.7 147,583.6 147,823.0 25,758.1 173,581.1 137,185.6 32,887.0 170,072.6 133,287.6 37,074.7 170,362.2 135,608.8 42,230.4 177,839.2 121,925.0 39,752.0 161,677.0 124,421.9 40,537.7 164,959.6 138,982.4 41,343.6 180,326.0 147,689.8 45,378.9 193,068.7 156,187.0 55,684 211,871.0 47,670 2,274 49,944 45,649 3,608 49,257 49,265 10,160 59,425 45,474 14,703 60,177 44,275 17,878 62,153 45,777 21,541 67,318 41,952 20,985 62,937 42,282 21,617 63,899 46,261 21,771 68,032 49,786 23,461 73,247 52,516 28,766 81,282 184,176 8,547 192,723 174,140 15,260 189,400 188,100 33,619 221,719 174,059 43,730 217,789 169,421 49,983 219,404 172,596 57,639 230,235 154,360 54,643 209,003 156,670 54,845 211,515 175,973 56,102 232,075 187,266 61,085 248,351 197,559 74,347 271,906 3,738.8 73.8 3,812.6 3,693.4 210.7 3,904.1 3,738.0 712.7 4,450.7 3,440.2 1,169.1 4,609.3 3,704.6 1,396.3 5,100.9 4,205.1 1,625.5 5,830.6 3,885.4 1,603.9 5,489.3 4,129.8 1,713.8 5,843.5 4,647.6 1,942.5 6,590.1 4,649.7 2,016.8 6,666.5 4,939.5 2,350.5 7,290.4 80.8 9.3 90.1 84.9 7.3 92.2 78.1 6.5 84.6 80.0 9.5 89.5 95.4 12.0 107.4 86.8 14.8 101.6 93.4 16.2 109.6 95.7 18.5 114.2 124.9 20.6 145.5 121.8 23.6 145.4 118.8 26.5 145.3 23,419.4 616.8 24,036.2 22,584.3 1,427.8 24,012.1 25,119.3 3,321.7 28,441.0 23,366.1 4,273.1 27,639.2 21,917.7 4,632.9 26,550.6 23,522.6 5,273.5 28,796.1 20,551 5,251.5 25,802.5 20,848.0 5,393.1 26,241.1 23,728.1 6,253.5 29,981.6 23,255.7 6,721.7 29,977.4 24,257.6 7,688.2 31,945.8 14,352.1 281.1 14,633.2 13,717.8 893.1 14,610.9 14,260.9 2,188.2 16,449.1 13,240.8 3,164.6 16,405.4 14,068.1 3,366.1 17,434.2 15,110.4 3,833.0 18,943.4 13,826.3 3,818.9 17,645.2 14,163.7 4,038.9 18,202.6 16,171.5 4,476.7 20,648.2 15,897.7 4,797.1 20,694.8 16,753.7 5,652.8 22,406.5 61.3 45.6 60.9 60.7 62.6 60.8 56.8 65.9 57.8 56.7 74.1 59.4 64.2 72.7 65.7 64.2 72.7 65.8 67.3 72.7 68.4 67.9 74.9 69.4 68.2 71.6 68.9 68.4 71.4 69.0 69.1 73.5 70.1 491.5 48.1 539.6 503.1 42.2 545.3 473.3 39.7 513.0 530.8 53.7 584.5 606.0 65.7 671.7 462.1 91.8 554.0 491.3 71.8 563.0 530.3 84.1 614.4 757.1 95.6 852.7 761.3 107.3 868.6 745.9 122.2 868.1 1,783.2 73.4 1,856.6 1,737.7 122.6 1,860.3 1,756.8 236.6 1,993.4 1,722.5 338.5 2061 1,872.2 368.6 2,240.8 1,822.2 436.7 2,258.9 1,735.6 415.6 2,151.1 1,805.0 447.7 2,252.7 2,212.5 498,5 2,711.0 2,192.1 539.0 2,731.1 2,253.8 630.9 2,884.7 3,676.8 175.9 3,852.7 3,460.1 260.3 3,720.4 3,717.3 485.4 4,202.7 3,479.0 581.1 4,060.1 3,493.8 619.6 4,113.4 3,534.5 690.7 4,225.2 3,130.1 684.1 3,814.2 3,258.8 692.3 3,951.1 3,869.4 792,9 4,662.3 3,849.4 859.9 4,709.3 3,988.4 1,012.4 5,000.8 48.5 41.7 48.2 50.2 47.1 50.0 47.3 48.7 47.4 49.5 58.3 50.8 53.6 59.5 54.5 51.6 63.2 53.5 55.4 60.8 56.4 55.4 64.7 57.0 57.2 62.9 58.1 56.9 62.7 58.0 56.5 62.3 57.7 thousands thousands thousands millions millions % millions millions millions % AEROFLOT ANNUAL REPORT 2006 Appendixes 168 169 Aeroflot-Don Aeroflot-Nord 2000* Aircraft kilometers flown International routes Domestic routes Total Aircraft departures International routes Domestic routes Total Aircraft hours flown International routes Domestic routes Total Passengers carried International routes Domestic routes Total Freight and mail tons carried International routes Domestic routes Total Available seat kilometers International routes Domestic routes Total Revenue passenger kilometers International routes Domestic routes Total Passenger load factor International routes Domestic routes Total Cargo ton kilometers International routes Domestic routes Total Revenue ton kilometers International routes Domestic routes Total Available ton kilometers International routes Domestic routes Total Weight load factor International routes Domestic routes Total 2001 2002 2003 2004 2005 2006 thousands 1,630.2 2,485.1 2,623.0 3,011.1 4,192.3 3,581.0 3,493.9 4,509.8 7,718.5 6,503.2 7,648.1 8,279.6 7,851.7 7,799.0 6,140.0 10,203.6 9,126.5 10,659.2 12,471.9 11,432.7 11,292.9 855 3,008 3,863 1,276 5,079 6,355 1,373 5,235 6,608 1,833 6,012 7,845 2,622 6,018 8,640 2,268 5,675 7,943 2,199 5,834 8,033 2,160 6,097 8,257 3,239 10,523 13,762 3,336 9,208 12,544 3,939 10,661 14,600 5,568 11,179 16,747 4,640 10,513 15,153 4,606 10,576 15,182 63.2 199.8 263.0 86.5 313.5 400.0 103.1 324.3 427.4 129.9 376.9 506.8 173.4 414.7 588.1 180.1 419.5 599.6 170.2 418.0 588.2 0.4 1.4 1.8 0.3 1.9 2.2 0.6 1.8 2.4 0.6 2.0 2.6 0.6 2.1 2.7 0.5 2.1 2.6 0.5 1.8 2.3 189.4 582.1 771.5 276.9 812.3 1,089.2 352.7 674.3 1,027.0 382.1 901.9 1,284.0 513.3 1,090.1 1,603.4 492.1 1,098.2 1,590.3 410.9 957.6 1,368.5 122.9 374.6 497.5 171.1 527.4 698.5 201.1 447.2 648.3 216.6 527.4 744.0 286.9 595.7 882.6 305.7 606.5 912.2 287.5 587.0 874.5 64.9 64.4 64.5 61.7 65.0 64.1 57.0 66.3 63.1 56.6 58.5 57.9 55.8 54.6 55.0 62.1 55.2 57.4 70.0 61.3 63.9 0.8 3.9 4.7 0.6 4.7 5.3 1.2 3.4 4.6 1.3 3.8 5.1 1.3 3.7 5.0 1.0 3.9 4.9 0.8 3.4 4.2 11.9 37.6 49.5 16.0 52.1 68.1 19.3 43.7 63.0 20.8 51.2 72.0 27.0 57.3 84.3 28.5 58.5 87.0 26.7 56.2 82.9 17.7 53.7 71.4 27.4 83.1 110.5 34.3 70.5 104.8 37.8 90.5 128.3 52.4 104.3 156.7 50.0 105.8 155.8 43.1 94.6 137.7 67.2 70.0 69.3 58.3 62.8 61.7 56.2 61.8 60.0 54.7 56.6 56.0 52.0 55.0 54.0 57.0 55.3 55.8 61.9 59.4 60.2 thousands thousands millions millions % millions millions millions % * as of the date when the company joined the Group (April 13, 2000) Aircraft kilometers flown International routes Domestic routes Total Aircraft departures International routes Domestic routes Total Aircraft hours flown International routes Domestic routes Total Passengers carried International routes Domestic routes Total Freight and mail tons carried International routes Domestic routes Total Available seat kilometers International routes Domestic routes Total Revenue passenger kilometers International routes Domestic routes Total Passenger load factor International routes Domestic routes Total Cargo ton kilometers International routes Domestic routes Total Available ton kilometers International routes Domestic routes Total Revenue ton kilometers International routes Domestic routes Total Weight load factor International routes Domestic routes Total 2004* 2005 2006 255.1 1,790.4 2,045.5 2,039.0 14,719.6 16,758.6 1,774.5 18,084.6 19,859.1 188 1,727.0 1,915 1,384 13,891 15,275 1,522 17,331 18,853 596 3,489 4,085 3,852 26,864 30,716 3,315 32,826 36,141 9.4 87.3 96.7 76,3 729.6 805.9 65.5 809.8 875.2 0.1 0.6 0.7 128 3,425 3,553 85.4 4,128.6 4,214.0 16.3 132.2 148.5 169 1,168.7 1,337.7 152.2 1,426.1 1,578.3 11.1 87.5 98.6 116 791.2 907.2 111.1 932.7 1,043.8 67.9 66.2 66.4 68.6 67.7 67.8 73.0 65.4 66.1 0.1 0.5 0.6 0.2 3.4 3.6 0.1 4.3 4.4 1.5 12.8 14.3 16.1 115.0 131.1 14.1 141.4 155.5 1.1 8.4 9.5 10.6 74.6 85.2 10.1 88.2 98.3 73.3 65.6 66.4 65.8 64.8 65.0 70.9 62.4 63.2 thousands thousands thousands millions millions % millions millions millions % * as of the date when the Company joined the Group ( October 8, 2004) AEROFLOT ANNUAL REPORT 2006 Appendixes 170 171 Aeroflot Group representative offices Aeroflot Country/City Country/City Code Telephone Fax Address Code Telephone Fax ANGOLA LUANDA (2442) 22430682 22430599 Rua Coroner Aires de Ornelas No.1-A/В-r/c, Luanda, Angola (37410) 532131, 223580 538107, 22435 12, Amiryan Street, Yerevan, 375002 (612) 92622233 92621821 National Mutual Building, 24th Level, 44 Market Street, NSW, 2000 Sydney (431) 5121501, 5121502 5121501, 5121578 10, Parkring, 1010 Wien, Austria (99412) 4981167, 4981168 4981166 AZ1000, 23, Hajibeyov Street, Baku, 370000 (37517) 2066976, 2272887, 2066895 2066979 Of. 1, 25, J. Kupala Street, Minsk, 220030 (322) 5136066, 5053838 5122961 58, Rue des Colonies, 1000 Brussells (3592) 9434489, 9434572 9461703 23, Oborishte Street, 1504 Sofia (1416) 6421653, 6421654 6421658 1, Queen Street East, Suite 1908, P.O. Box 61, Toronto, Ontario, M5C2C5 BEIJING (8610) 65002412 65941869 N2 Chao Yang Men Bei Da Jie, Beijing 100027, PR China HONG KONG (852) 25372611 25372614 Suite 2918, 29 Floor, Shui on centre, 6-8 Harbour Road, Wanchai, Hong Kong SHANGHAI (8621) 62798033 62798035 Suite 203A, Shanghai Centre, 1376, Nanjingxilu, Shanghai,China, 200040 (3851) 4872055/076 4872051 13, Varšavska, 10000 Zagreb (537) 2043200, 2043759 2045593 5ta ave., Esq.76, Edif. Barcelona, Oficina 208, Miramar Playa, La Habana Cuba (35722) 669071, 677072 678484 32, B&C, Homer Avenue, P.O. Box 22039, 1097 Nicosia (4202) 27020100 24812683 5, Truhlárská, 11000 Praha 1 (45) 33126338 33112127 1.1 Vester Farimagsgade, Room 1255 DK1606, Copenhagen (202) 3900429, 3937409 3900407 18, El Boustan Street, El Boustan Commercial Centre RUSSIA MOSCOW (495) 2450542 2300727 2300816 9039271 6219293 6285613 5783124 5789435 1862074 9536673 2464974 2371067 2300816 6215131 6219293 6284154 — 7538023 1862092 9536673 4, Frunzenskaya Embankment Section 6, 7, Korovy Val Street Section 7, 7, Korovy Val Street 21, Petrovka Street Room 2, 3, Kuznetsky Most Street Room 3, 3, Kuznetsky Most Street Sheremetyevo-1 Sheremetyevo-2 19, Yeniseyskaya Street 37, Pyatnitskaya Street ARMENIA YEREVAN AUSTRALIA SYDNEY AUSTRIA VIENNA ANAPA (86133) 32255 31566 170, Krymskaya Street, 353440 AZERBAIJAN ARKHANGELSK (8182) 651455 288082 88, Naberezhnaya Severnoy Dviny BAKU BELARUS ASTRAKHAN (8512) 445555, 394999 445555 3, Gubernator A. Guzhvin Prospect BARNAUL (3852) 380245, 369902 369902 8А, Dmitrov Street, 656049 CHELYABINSK (351) 2370496, 2370917 2370231 90, Svobody Street EKATERINBURG (343) 3565570, 3565571 3565570, 3565574 41, Belinsky Street, 620219 IRKUTSK (3952) 255780 211331 Of. 107, 27, S. Razin Street, 664000 KALININGRAD (4012) 916455, 631516 956454 4, Pobedy Square, 236000 KEMEROVO (3842) 368018 349451 1, Kolomytseva Street, 650099 KHABAROVSK (4212) 783435, 327592 783456 50, Pushkin Street, 680000 KRASNODAR (861) 2100010, 2100004 2100091, 2100092 43, Krasnaya Street, 350000 KRASNOYARSK (3912) 206436 206437 37, Mira Rrospect, 660049 MAGADAN (41322) 92241 92230 Of. Aeroflot, Airport, 685918 MINERALNYE VODY (87922) 68744, 69920 68170 75, Marx Prospect, 357202 MURMANSK (8152) 421451, 428019 428019 7, Volodarskogo Street, 183038 MINSK BELGIUM BRUSSELS BULGARIA SOFIA CANADA TORONTO CHINA NIZHNEVARTOVSK (3466) 613396, 245555 245555 11, Omskaya Street, 628606 CROATIA NIZHNIY NOVGOROD (8312) 344040 344188 6, Gorky Square, 603950 ZAGREB NORILSK (3919) 460769, 461206 460769 Of. 167, 17, Lenin Prospect, 663300 CUBA NOVOSIBIRSK (383) 2230589, 2179693 2179698 28, Krasny Prospect, 630091 HAVANA OMSK (3812) 251322, 251798 247955 14, Ordzhonikidze Street, 644099 PERM (342) 2203004, 2349593 2349535 21, Popov Street, 614600 PETROPAVLOVSK-K. (4152) 411830, 411786 411722 7A, Zvezdnaya Street, Elizovo, 684010 SAMARA (846) 2760277 2760280 141, Leninskaya Street, 443041 CZECH REPUBLIC SOCHI (8622) 644511, 645675 645675 61А, Rose Street, 354000 PRAGUE ST.-PETERSBURG (812) 4385572, 4385583 5724310 1/43, Rubenstein Street, 191025 DENMARK TYUMEN (3452) 499871, 499872 395165 84/1, Malygina Street, 625026 COPENHAGEN VLADIVOSTOK (4232) 226647 209041 143, Svetlanovskaya Street, 690053 VOLGOGRAD (8442) 385479 385480 15, Lenin Prospect, 400131 UFA (3472) 516343 516343 5/3, Lenin Street, 450000 788555, 788655 788655 Of. Aeroflot, Airport, 693014 YUZHNO-SAKHALINSK (4242) Address CYPRUS NICOSIA EGYPT CAIRO AEROFLOT ANNUAL REPORT 2006 Appendixes 172 Country/City 173 Code Telephone Fax Address FINLAND HELSINKI (3589) 663203 661021 00100 Manner-Heimintie, 5 Helsinki, Finland 93214544 Aéroport Côte d’Azur, Terminal 1, 06281 Nice Cedex (334) 93214482 PARIS (331) 42254381, 42253192 42560480 33, Avenue des Champs Elysées, 75008 BERLIN (4930) 22698130 22698136 51, Unter den Linden, 10117 Berlin DUSSELDORF (49211) 8644300, 8644312 320928 26, Berliner Allee, 40212 Düsseldorf FRANKFURT/ M (4969) 27300612, 27300615 27300629 41, Wilhelm-Leuschner Strasse, 60329 Frankfurt am Main HANNOVER (49511) 7217816 9772064 Flughafen Hannover-Langenhagen Terminal C Zimmer 311, Postfach 420251, 30662 Hannover GERMANY HAMBURG (4940) 3742885 3742888 60, Admiralitätstrasse, 20459 Hamburg HAHN (496543) 5882313, 5882314 5882325 27 Emmeransstrasse, Mainz, Germany 55166 MUNICH (4989) 288261 2805366 2, Isartorplatz, 80331 Munich (99532) 943896, 943897 943927 6 -А, Pekina Avenue, Block #1, 0160, Tbilisi, Georgia 3220986, 3221022 3236375 (30210) 14, Xenofontos Street, Syntagma — GR 105 57, Athens, Greece (361) 3185892, 3185955 3171734 4, Vaci Ut., Hungary 1051 Budapest DELHI (9111) 23312843, 23313785 23723245, 23316414 15-17, Tolstoy House, Tolstoy Marg, 110001 New Delhi MUMBAI (9122) 22025780, 22821682 2871942 Room 18-B, 1-st Floor, Nariman Bhavan, Block 111, Nariman Point, Mumbai 400021 (9821) 88910888 88808672 23, Ostad Nejatollahi Street, Tehran HUNGARY ALMATY BISHKEK PYONGYANG 915597 915416 42, Begalina Street, 50010 Almaty (996312) 667300, 667400 667800 64/1, Bul. Erkindik, Bishkek, Kirgizia, 720040 (8502) 3817309 3817296 11-Dong Munsu-3 Dong Taedonggang District (822) 5693271, 5693272, 5693273 5693276 5510327 RM 404, City Air Terminal Building, 159-6, Samsung-Dong, Kangnam-ku, Seoul (371) 7780770, 7780772 7780771 9, ul.Scolas, Riga, Latvia LV-1010 (9611) 739596 739597 Verdun Str., Selim Saab Bld. 2-Floor (370) 52124189, 52127550 52124189 8/2, Pylimo Street, 2001 Vilnius (603) 2141600 21416946 Lot 2.33, 2nd floor, Bangunan Angkasa Raya, Jalan Ampang, 50450 Kuala Lumpur (976-11) 319286 — 15, Seul Street, Ulaan Baatar, 210644 (3120) 6245715, 6270561 6259161 26-3, Weteringschans, 1017 SG, Amsterdam (47) 23356210 22332880 6, Øvre Slottsgt, 0157 Oslo (507) 2250497, 2250587 2250622 Unicentro Bella Vista, Avenue Justo Arosemena y Calle 42, P.O. Box 2642, Balboa Ancon, Panama (4822) 6281710, 6211611 6282557 29, Alleje Jerozolimskie, 00-508 Warszawa (4021) 3150314, 2128684 3125152 Sector 1, 29, Strada Biserica Amzei, Bucuresti (9662) 6041027 6440823 Shaker Center, Hail Street P.O. box 40700, Jeddah 21511 (4212) 43426896 43337581 Aeroport M.P.Shtefanika, Bratislava, 82311, Slovak Republic 3286071, 3286064 3286083 21, Brace Jugovica, 11000 Belgrade REPUBLIC OF KOREA SEOUL LATVIA RIGA LEBANON BEIRUT LITHUANIA VILNIUS KUALA LUMPUR ULAAN BAATAR NETHERLANDS NORWAY OSLO IRAN PANAMA PANAMA POLAND IRELAND WARSAW ROMANIA (3531) 8446166 8446349 Link Building, Level 2, Airport, Dublin MILAN (3902) 66986985, 66986987, 66987538 66984632 19, Via Vittor Pisani, 20124 Milano ROME (3906) 420385 42904923 76, Via Bissolati, 00187 Roma SLOVAKIA VENICE (39041) 2698484, 2698488 2698447 Aeroport Marco Polo, Tessera, Venezia Luigi Broglio street 8, 30030 BRATISLAVA ITALY BUCHAREST SAUDI ARABIA JIDDA SERBIA AND MONTENEGRO JAPAN TOKYO (3272) DEM. PEOPLE’S REPUBLIC OF KOREA AMSTERDAM INDIA DUBLIN Address MONGOLIA GREECE TEHRAN Fax MALAYSIA GEORGIA BUDAPEST Telephone KYRGYZSTAN NICE ATHENS Code KAZAKHSTAN FRANCE TBILISI Country/City (813) 55328781 55328821/22 Toranomon Kotohira Tower 16F, 1-2-8 Toranomon, Minato-ku, Tokyo, Japan 105-0001 BELGRADE (38111) AEROFLOT ANNUAL REPORT 2006 Appendixes 174 Country/City 175 Code Telephone Fax Address SPAIN Country/City BARCELONA (3493) 4305880, 4308741 4199551 41, Calle Mallorca, 08029 Barcelona MADRID (3491) 4313706, 4314107 4318098 Of. 3A, 52, Paseo de la Castellana, 28046, Madrid SWEDEN STOCKHOLM (468) 50565300, 50565320 217185 31, Sveavägen, 2 tr, Box 3075, 10361 Stockholm SWITZERLAND GENEVA (4122) 9092767 7388312 16, Place Cornavin, 1201 Genève ZURICH (4143) 3446200 3446216 41, Talacker, 8001 Zürich (96311) 2317956 2317952 29, May Street, Damascus (662) 2510617, 2510618 2553138 Mezzanine Floor, Regent House, 183, Rajdamri Road, 10330 Bangkok SYRIA DAMASCUS THAILAND BANGKOK Code Telephone Fax Address RUSSIA GROZNY (928) 1875816 MOSCOW (495) 4367753, 4367691, 2314723 MURMANSK (8152) 428019, 281241 — 7, Volodarskogo Street, 183038 NERUNGRI (41147) 32444 — 6, Lenin Street, Nerungri, Republic of Sakha, 678960 — Of. 6, Air Terminal Building ROSTOV-ON-DON (863) 2001829 ST.-PETERSBURG (812) 4385583, 5724310 SOCHI (8622) 411164 — 4367691, 2314723 4385583 — Of. 238, Airways Terminal, Vnukovo Airport, Room 2.167, Sheremetyevo-1 (Arrivals) 1/43, Rubenstein Street, Of. 3094, Pulkovo-1, Air Terminal Of. 223, Sochi Airport TURKEY TURKEY ANTALYA (90242) 3303106 3303477 Bayindir Airport, Blok A/N 241, 07030 Antalya ISTANBUL (90212) 2966725, 2966726 2966737 Cumhuriyet Caddesi 141 D.1 Elmadag, Istanbul (9714) 2222245 2227771 P.O. Box 1020, Al Maktoum Street, Dubai DNEPROPETROVSK (38056) 7784938 7784937 72-A, Karl Marx Prospect, Dnepropetrovsk KIEV (38044) 2454359 2454881 112-A, Saksagansky Street, 252032 Kiev SIMFEROPOL (380652) 511516 511517 2a, Pavlenko Street, 95006 Simferopol U.A. EMIRATES DUBAI Aeroflot-Don ISTANBUL (90212) 6389106, 6389107 6389112 291/293, Ordu Gaddesi Laleli Is Merkezi, Istanbul (38056) 7784938 7784937 72-A, Karl Marx Prospect 1521836 — UKRAINE DNEPROPETROVSK UZBEKISTAN TASHKENT (99871) 83a, Nukusskaya Street, Mirabadsky District, Tashkent, 700015 UKRAINE Country/City Code Telephone Fax Address RUSSIA UNITED KINGDOM LONDON Aeroflot-Nord (4420) 73552233 73552323 70, Piccadilly, London, W1J 8HP, UK USA ARKHANGELSK (8182) 631323, 218857 — Air Terminal Building, Arkhangelsk Airport MOSCOW (495) 2313215, 5787712, 5789096 — Ticket window 14, Sheremetyevo-1 LOS ANGELES (1310) 2815305, 2815306, 2815307 2815308 9100 Wilshire Blvd. Suite 616, Beverly Hills, CA 90212 ST.-PETERSBURG (812) — NEW YORK (1212) 9442300 9445200, 3918577 1384, Broadway, 22 Floor, 10018, New York, New York 7035375, 1238776, 3807636 Of. 3088, Pulkovo-1 Terminal 151, Moskovsky Prospekt MURMANSK (8152) 449644 — 21, Polyarnye Zori Street SEATTLE (1206) 4641005 4640452 1411, 4th Avenue, Suite 420, 98101 Seattle, Washington BELGOROD (0722) 341300 — 166, Bogdana Khmelnitskogo Street KIROVSK (81531) 541111, 50005 — 13, Yubileinaya Street 1634, Eye Street, N.W., Suite 200, 20006 Washington, D.C. NARYAN-MAR (81853) 43838, 49280 — 25, Smidovitch Street MONCHEGORSK (81536) 76161 — 25B, Komsomolskaya Street MEZEN (81848) 91945, 43199 — Mezen Air Terminal SOCHI (8622) 442989 — Sochi Air Terminal (81047) 95143587 — Tromso Air Terminal WASHINGTON (1202), (1888) 3474304 3474305 UZBEKISTAN TASHKENT (99871) 1523018 1448472 1-A Kodyri Street, 700128, Tashkent (8404) 7718742, 7718718 7718522 Daeha Business Center, 360 Kim Ma, str, Ba Dinh distr., Hanoi VIETNAM HANOI NORWAY TROMSO AEROFLOT ANNUAL REPORT 2006 Appendixes 176 177 Route network of the Aeroflot Group including marketing flights* NORTh AMERICA Amderma 2 Tromso Apatity Solovki Petrozavodsk Norilsk Amderma Murmansk Novy Urengoy Mezen Pechora Leshukonskoe kotlas Arkhangel’sk St.Petersburg Moscow Ekaterinburg Ufa Omsk Samara Chelyabinsk krasnoyarsk kemerovo Barnaul Neryungri Petropavlovskk. Ulaan Baatar Astrakhan khabarovsk Beijing Tehran Beirut havana Vladivostok Bishkek Tashkent Seoul Dalaman Los Angeles YuzhnoSakhalinsk krasnodar Mineralnye Vody Sochi Tbilisi Gyumri Baku Yerevan Anapa Bodrum Washington Irkutsk Volgograd RostovonDon Toronto New York Novosibirsk Perm kaliningrad Magadan Nizhnevartovsk Tyumen Nizhniy Novgorod Tokyo EUROPE Oslo Damascus Tel Aviv Shanghai Cairo Stockholm Moscow Delhi Sherm el Sheikh Copenhagen Dubai hurgada hanoi Jidda Amsterdam hong kong Bangkok hannover Dusseldorf Prague kiev karlovy Vary Frankfurt/m Vienna Paris Munich Budapest Varna Zurich Zagreb Belgrade Geneva Bucharest Milan Venice Nice Madrid * • Moscow – Naryan-Mar • Moscow – Amman • Moscow – Arkhangelsk – Naryan-Mar • Moscow – Arkhangelsk • Moscow – Belgorod • Moscow – Vilnius • Moscow – Murmansk • Moscow – Palanga • Moscow – Rostov • Moscow – Tallinn • Prague – Dublin • Prague – Cork • Prague – Montreal • Rostov – St. Petersburg • Rostov – Tashkent • Rostov – Frankfurt • Samara – Prague • St. Petersburg – Hamburg Minsk Warsaw Barcelona Luanda Riga hamburg Berlin London Brussels Mumbai Aeroflot Aeroflot – Don Aeroflot – Nord helsinki Forli Rome Dnepropetrovsk Simferopol Sofia Istanbul Athens Antalya Larnaca • St. Petersburg – Hannover • St. Petersburg – Munich • Moscow – Bratislava • Moscow – Novokuznetsk • Moscow – Ankara • Moscow – Kazan • Moscow – Ljubljana • Moscow – Magnitogorsk • Moscow – Malta • Prague – Manchester • Prague – Edinburgh • Rostov – Baku • Rostov – Dibai • Rostov – Dusseldorf • St. Petersburg – Berlin • St. Petersburg – Dusseldorf AEROFLOT ANNUAL REPORT 2006 178 General Information Full name — Open Joint Stock Company “Aeroflot — Russian Airlines” Short name — JSC “Aeroflot” Evidence of state registration — issued on 22.08.2003, No. 1027700092661. Aeroflot was included in the Register of Strategic Companies and Strategic Joint-Stock Companies, as established by the Order of the President of the Russian Federation from 04.08.2004, No. 1009. Tax payer identification number — 7712040126 Legal address — Building 9, 37 Leningradsky prospect, Moscow, Russia Postal address: Building 9, 37 Leningradsky prospect, 125167, Moscow Website — www.aeroflot.ru Contact information: Shareholders and Investors: Tel/fax: (495) 258-0686, 258-0684/fax, 258-0650/fax E-mail: [email protected], [email protected] Press Service: Tel.: (495) 752-9071 E-mail: [email protected] Aeroflot Bonus program: Tel.: (495) 223-5555 www.aeroflotbonus.ru E-mail: [email protected] Information and reservation center (round-the-clock): Tel.: (495) 223-5555 (for Moscow) Tel.: (812) 718-5555 (for St. Petersburg) Tel.: 8-800-333-5555 (for cities of the RF, free of charge, including for mobile phones) Online reservations: www.aeroflot.ru, [email protected] Open line: Tel.: (495) 223-5555 E-mail: [email protected] Auditors: CJSC HLB Vneshaudit Legal address: 25-27/2, Bolshaya Yakimanka street, Moscow, Russia Postal address: Office 701, Entrance 3, 12 Krasnopresnenskaya Naberezhnaya, 123610, Moscow Tel.: (495) 258-1991. Fax: (495) 967-0497 E-mail: [email protected] License No. 000548, issued 25.06.2002 by the Minister of Finance of the Russian Federation, valid until 25.06.2007 CJSC Deloitte and Touche CIS Legal address: 4/7, Vozdvizhenka street, Entrance 2, Moscow, Russia Postal Address: 4/7, Vozdvizhenka street, Entrance 2 (Mokhovaya Business Center), 125009, Moscow Tel.: (495) 787-0600 Fax: (495) 787-0601 E-mail: [email protected] License No. 002417, issued 06.11.2002 by the Minister of Finance of the Russian Federation, valid until 06.11.2007 Notice of future development This annual report apart from real data contains opinions, assumptions and forecasts of the company’s management based on currently available information. Due to changes in external factors, such as fluctuating demand for air transportation, price changes, implementation of new technologies, changes in legal environment, fluctuations in exchange rates, to name but a few, the company’s actual performance in the future could differ from forecasts represented in this report. © 2007. Design, pre-press — JSC DEX-Press © 2007. Text — JSC Aeroflot — Russian Airlines Share register: CJSC National Registry Company Address: 6, Veresaeva street, 121357, Moscow Tel: (495) 440-31-04
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