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OJSC Oil Company Rosneft Consolidated Financial Statements

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Ernst & Young LLC<br />

Sadovnicheskaya Nab., 77, bld. 1<br />

Moscow, 115035, Russia<br />

Tel: +7 (495) 705 9700<br />

+7 (495) 755 9700<br />

Fax: +7 (495) 755 9701<br />

www.ey.com/russia<br />

ООО «Эрнст энд Янг»<br />

Россия, 115035, Москва<br />

Садовническая наб., 77, стр. 1<br />

Тел: +7 (495) 705 9700<br />

+7 (495) 755 9700<br />

Факс: +7 (495) 755 9701<br />

ОКПО: 59002827<br />

Report of Independent Auditors<br />

Shareholders and the Board of Directors<br />

of <strong>OJSC</strong> <strong>Oil</strong> <strong>Company</strong> <strong>Rosneft</strong><br />

We have audited the accompanying consolidated balance sheets of <strong>OJSC</strong> <strong>Oil</strong> <strong>Company</strong> <strong>Rosneft</strong>, an open<br />

joint stock company (“the <strong>Company</strong>”), as of December 31, 2008 and 2007, and the related consolidated<br />

statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the<br />

period ended December 31, 2008. These consolidated financial statements are the responsibility of the<br />

<strong>Company</strong>'s management. Our responsibility is to express an opinion on these consolidated financial<br />

statements based on our audits.<br />

We conducted our audits in accordance with auditing standards generally accepted in the United States of<br />

America. Those standards require that we plan and perform the audit to obtain reasonable assurance about<br />

whether the consolidated financial statements are free of material misstatement. We were not engaged to<br />

perform an audit of the <strong>Company</strong>'s internal control over financial reporting. Our audits included<br />

consideration of internal control over financial reporting as a basis for designing audit procedures that are<br />

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of<br />

the <strong>Company</strong>'s internal control over financial reporting. Accordingly, we express no such opinion. An<br />

audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the<br />

consolidated financial statements, assessing the accounting principles used and significant estimates made<br />

by management, and evaluating the overall consolidated financial statement presentation. We believe that<br />

our audits provide a reasonable basis for our opinion.<br />

As discussed in Note 3 to the consolidated financial statements, the <strong>Company</strong> has not presented pro-forma<br />

results of operations for the years 2006 and 2007 as though its significant acquisitions had been completed<br />

as of January 1, 2006. These disclosures are required by SFAS No. 141 “Business Combinations”.<br />

In our opinion, except for the effects of the matters described in the preceding paragraph, the<br />

consolidated financial statements referred to above present fairly, in all material respects, the<br />

consolidated financial position of the <strong>Company</strong> as of December 31, 2008 and 2007, and the consolidated<br />

results of its operations and its cash flows for each of the three years in the period ended December 31,<br />

2008, in conformity with accounting principles generally accepted in the United States of America.<br />

March 2, 2009<br />

A member firm of Ernst & Young Global Limited

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