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UK-UA: Reform Assistance

Advisory

Diagnostic analysis of
receivables
National Joint-Stock Company
Naftogaz of Ukraine
31 July 2015

Important notice

This document has been prepared for National Joint-Stock Company Naftogaz of Ukraine (the Company or Naftogaz) within the technical
assistance provided by the UK Government under the UK-UA: Reform Assistance programme. The objective of this document is to assist Naftogaz
with the analysis of its receivables due from the sale of gas as set out in the Memorandum signed by the Ukrainian Government and the
International Monetary Fund (the IMF) on 27 February 2015.
The work has been carried out in accordance with the Terms of Reference dated 9 June 2015, agreed between Naftogaz and the IMF. Given this
work is strongly supported by the IMF and is a key part of their jointly agreed programme with the Government of Ukraine, the IMF can be
conceived of as a secondary beneficiary of this document.

Stephen Oldfield
T: +48227467266
M: +48519507266
stephen.oldfield@pl.pwc.com

Andriy Kobolev
Chairman of the Board
Naftogaz of Ukraine
6, B.Khmelnitskogo Str.,
Kyiv, 01001, Ukraine
Sergiy Konovets
Deputy Chairman of the Board
Naftogaz of Ukraine
6, B.Khmelnitskogo Str.,
Kyiv, 01001, Ukraine
Brett Nevin Rayner
Economist, European
Department
International Monetary Fund
700 19TH Street, NW
Washington, D.C. 20431

Donald Bruce
T: +48227467759
M: +48519507759
donald.bruce@pl.pwc.com

31 July 2015
Dear Sirs
In accordance with your instructions as confirmed in the Terms of Reference dated 9 June 2015 (the ToR - Appendix 1), we
report on National Joint-Stock Company Naftogaz of Ukraine (the Company or Naftogaz) and its subsidiary undertakings
Public Joint-Stock Company Ukrgazvydobuvannia (Ukrgazvydobuvannia ), Public Joint-Stock Company Ukrtransgaz
(Ukrtransgaz ) and Subsidiary Company Gaz of Ukraine (Gaz of Ukraine) (together, the Group).
This report has been prepared in connection with the delivery of the Services set out in the ToR.
We draw your attention to important comments regarding the scope and process of our work, set out in Appendix 2.
Yours faithfully
Stephen Oldfield
Project Leader

Table of Contents
Section

Overview

Page

Executive Summary

Background of the Groups activities and regulations

Overview of receivables recovery process

11

Consolidated receivables of the Group

23

Individual receivables analysis

31

Terms of Reference

41

Scope and Process

46

Additional Information

48

Glossary

56

Appendices

Section 1
Executive Summary

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
1

Section 1 Executive Summary

Summary of key issues (1 of 3)

Observation

Comment

Consolidated debt of the


Group by customer category
and year of origination

As of 31 December 2014
Year of origination
UAH in millions
Heating companies
Oblgases
Industrial companies
Other
as a % from total

before
2010
719
126
788
934
2,567
7%

2010
1,480
2,111
1,926
255
5,772
15%

2011
1,565
250
1,977
26
3,818
10%

2012
2,912
41
381
1,659
4,993
13%

2013
2014
4,226
9,155
1,012
4,436
39
1,698
600
363
5,877 15,652
15%
40%

Total %
20,057 52%
7,976 21%
6,809 18%
3,837 10%
38,679 100%
100%

Source: Receivables ledgers of Naftogaz and Gas of Ukraine

As of 31 December 2014, the total debt of the Group from the sale of gas amounted to UAH 38.7 bln, out of which 74%
related to Naftogaz. Included in the gross amount of debt is UAH 2.9 bln of fines and penalties, which were accrued by
the Group following positive decisions of courts.
Complexity of the market

Historically Naftogaz had limited visibility on amounts paid by the end user (e.g. households) and as such was reliant on
the intermediaries to pass on funds, once they themselves had been paid.
As such the Group was heavily dependent on the transparency and discretion of intermediaries (such as oblgases and
heating companies) and the availability of national budget funds to cover any differences in tariffs and subsidies for the
social vulnerable categories of population (e.g., pensioners). The introduction of special accounts (whereby a proportion
of payments from end users is transferred directly to Naftogaz) has partially remedied the situation, although they have
only recently been introduced for heating companies.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
2

Section 1 Executive Summary

Summary of key issues (2 of 3)

Observation

Comment

Highly regulated
environment

Under the appropriate legislation Naftogaz is defined as a guaranteed supplier of gas and as such it is required to enter
new contracts with customers despite the failure to pay for earlier gas supplies. However, the standard contractual terms
of Naftogaz allow them to limit or terminate supply of gas or even terminate the respective contracts, if there is an
unsettled overdue debt. Management commented that the clause on limiting or terminating the gas supply is regularly
applied by the Company. However, historically Naftogaz did not terminate the contracts and the first cases where
Naftogaz has applied this clause are currently being challenged by the customers. The respective court decisions are
pending.
Since 2005, legally the Group cannot enforce temporarily debt collection or bankruptcy for certain categories of
customers (further details are provided below). In addition, legislation was introduced in 2011 which imposed a write off
of some debts for gas supplied prior to 2010 and a restructuring of debts for gas supplied in 2010. As a result, the Group
wrote off UAH 10,428 mln of debts and restructured UAH 3,765 mln (payable in instalments over a period of 20 years).
Similar legislation was adopted in May 2015, leading to potential write-off of fines and penalties for the debts of heating
companies which were accumulated prior to 2014, provided the principal is paid, and restructuring of debts which
originated in 2014 (payable in instalments over a 2 year period).

Legal work-out

According to the information provided by the Groups Legal Departments, the Group is currently managing
approximately 5 thousand cases in relation to debts for the sale of gas starting from 2010. The total claims since 2010
amount to UAH 49.5 bln, including UAH 38.8 bln of principal and UAH 10.7 bln of fines and penalties.
Included in the court decisions in favour of Naftogaz are cases totalling UAH 2.5 bln, enforcement of which is currently
suspended, mainly under legislative provisions of the Law of Ukraine On Measures Aimed At Ensuring Functioning of
Enterprises of Fuel and Energy Sector No.2711-IV dated on 23 June 2005 (with the major impact on the debts due from
the heating companies).
In order to decrease the volume of court cases and make the process more efficient, legal actions to collect debts are
delayed until contact expiry, while initiation of the claim to be filed is at discretion of the responsible person. In some
cases, claims are filed before the expiry of the contract (e.g., when a risk of insolvency has been identified).

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
3

Section 1 Executive Summary

Summary of key issues (3 of 3)

Observation

Comment

Legal work-out

There appears to be limited monitoring of the actual cash payment resulting from the debt collection enforced by the
court decision. In addition, the actual enforcement is dependent on the State Enforcement Service and is not controlled
by the Group.

(continued)

Large number of cases is managed in regional courts due to specific legislation norms, which causes additional pressure
on timing of claims and resources of the Group.
Information on the business
groups and beneficial
owners

There is currently no legal requirement for Naftogaz to ask for this information and their internal regulations do not
require it, and as such this information is not maintained on file.
Under the new legislation which becomes effective in September 2015, companies are required to disclose information
on their beneficial owners and provide such information to the State Registrar.

For the purposes of our analysis, we have reviewed records of the public database (smida.gov.ua) and IFRS financial
statements (where publicly available) for the debtors with balances over UAH 50 mln to identify any information related
to shareholders. This by itself does not confirm who the beneficial owners are (with the exception of one company). The
results of our analysis are presented in Section 5.
Receivables from customers
in Crimea and ATO zone

As of 31 December 2014, UAH 10.4 bln was due from customers located in annexed Crimea and ATO zone. In addition,
UAH 3.8 bln was due from customers located in close proximity to the ATO zone.
According to management, since February 2015 the Group terminated the gas supply to customers located within the
ATO, and no supplies are expected going forward, until the conflict is resolved or respective decision to renew the supply
is taken by the Ukrainian Government. Nevertheless this issue requires monitoring from the Companys management to
avoid any debt enlargement.

Next steps

We will work with the Group over the coming period to develop new collection targets and recommendations to improve
and monitor the Groups historic debt recovery and ongoing collection performance.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
4

Section 2
Background of the Groups activities and
regulations

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
5

Section 2 Background of the Groups activities and regulations

Naftogaz operates in a highly regulated market. The Company is engaged


in development of the respective regulations
Verkhovna
Rada

Cabinet of
Ministers
Government

Parliament

Sets key framework legislation on the


principles of gas market in Ukraine;
Ratifies international agreements in
the energy sector.

Naftogaz
National Commission
Regulator

Issues licenses related to commercial


activity on the natural gas market;
Establishes standard templates of
contracts on gas supply;
Establishes prices for gas and tariffs
for transportation, distribution,
storage, pumping and supply of the
natural gas .

Guaranteed supplier of gas to heating


companies and industrial producers
with annual volumes exceeding 3 ml cm;
Guaranteed supplier of gas to the
regional gas distribution companies.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Execution of the state policy in the


fuel and energy sectors;
State management of the natural gas
market;
Approves the annual financial plan of
Naftogaz
Approves annual planned volume of
gas consumption in the country

Ministry of
Energy and Coal
Line Ministry

Develops and executes the state


policy in the oil and gas sector;
Develops special programmes for
diversification of gas supply;
Reviews and submits for approval
by the Cabinet of Ministers the
annual planned volume of gas
consumption in the country and the
financial plan of Naftogaz

31 July 2015
6

Section 2 Background of the Groups activities and regulations

Debt collection of the Group is highly


impacted by regulations (1 of 3)

Timelines of key legislative changes


1998

Key legislative acts that historically have had a significant impact on the
Groups debt collection performances are discussed below:

Law No.2711-IV On Measures Ensuring Functioning of


Enterprises of the Fuel and Energy Sector adopted by the
Parliament on 23 June 2005, the main objective of which was to
protect state-owned assets in the energy sector from
misappropriation. This Law introduced a ban on bankruptcy and
forced debt collection against participants in the fuel and gas
market, including heating companies and regional gas distribution
companies.
Resolution No.705 of the Cabinet of Ministers of Ukraine dated
25 July 2012, which defined Naftogaz and regional gas distribution
companies as guaranteed suppliers of gas.
On 3 October 2012, the Cabinet of Ministers by its Resolution
No.939 obliged Naftogaz to supply gas to guaranteed suppliers of
gas, i.e. regional gas distribution companies.
Law No. 3319-VI On Debts for Consumed Natural Gas and
Electrical Energy adopted by the Parliament on 12 May 2011,
which resulted in a partial write-off and restructuring of debts of
some customers of Gas of Ukraine (heating companies and regional
gas distribution companies). In particular, debts which originated
prior to 2010 were written off and debts accrued during 2010 were
restructured.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

establishment of the
Group with Gas of
Ukraine as the main
trader of gas

2008
introduction of special accounts for
regional gas distribution companies
and traders of gas

2011
transfer of trading operations from
Gas of Ukraine to Naftogaz
Law On Write-off and
Restructuring of Debts for
Consumed Gas

2014
introduction of special
accounts for heating and
industrial companies

2005
ban on bankruptcy and forced
debt collection, inter alia, in
respect of the heating
companies and regional gas
distribution companies

2010
Law On Principles Of
Functioning Of Natural Gas
Market

2012
introduction of new algorithm
for special accounts
guaranteed suppliers of natural
gas are established

March 2015
changes to special accounts
algorithm for heating companies

April 2015
May 2015

Law On Natural Gas Market

Law On Stabilization Of Financial


Standing Of Naftogaz
introduction of special accounts for
heating companies which produce
electricity using gas
31 July 2015
7

Section 2 Background of the Groups activities and regulations

Debt collection of the Group is highly


impacted by regulations (2 of 3)

Timelines of key legislative changes


1998

On 14 May 2015, the Parliament adopted Law No. 423-VIII On


Stabilization of Financial Standing of Naftogaz. Under this
Law debt of the heating companies for the natural gas consumed in
2014 (excluding fines, late payment interest and inflation
compensation), which is outstanding as of 6 June 2015, is subject to
restructuring and will be repaid in instalments during a 24-month
period. Such restructuring is possible only if companies repay their
debts (excluding fines, late payment interest and inflation
compensation) for the gas consumed prior to 2014. In this case,
fines, late payment interest and inflation compensation will be
written off.
In addition, according to Law No. 423-VIII, Naftogaz and Gas of
Ukraine may sell their debts for the supply of gas via auctions (at a
discount). The Law became effective from 6 June 2015 and its
application in practice is untested.

Special consideration in the regulations is made to the process for


payments received by Naftogaz from the customers for gas
consumed.
Resolution No.247 adopted by the Cabinet of Ministers of
Ukraine on 26 March 2008 which introduced special bank accounts
for oblgases and traders of gas, where funds received from end
consumers of gas were further automatically split between Naftogaz
and gas transportation companies (Ukrtransgaz and oblgases)
according to a complex formula (approved by the Resolution of the
National Commission No.1529 dated 25 December 2008).

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

establishment of the
Group with Gas of
Ukraine as the main
trader of gas

2008
introduction of special accounts for
regional gas distribution companies
and traders of gas

2011
transfer of trading operations from
Gas of Ukraine to Naftogaz
Law On Write-off and
Restructuring of Debts for
Consumed Gas

2014
introduction of special
accounts for heating and
industrial companies

2005
ban on bankruptcy and forced
debt collection, inter alia, in
respect of the heating
companies and regional gas
distribution companies

2010
Law On Principles Of
Functioning Of Natural Gas
Market

2012
introduction of new algorithm
for special accounts
guaranteed suppliers of natural
gas are established

March 2015
changes to special accounts
algorithm for heating companies

April 2015
May 2015

Law On Natural Gas Market

Law On Stabilization Of Financial


Standing Of Naftogaz
introduction of special accounts for
heating companies which produce
electricity using gas
31 July 2015
8

Section 2 Background of the Groups activities and regulations

Debt collection of the Group is highly


impacted by regulations (3 of 3)

Timelines of key legislative changes


1998

On 2 August 2012, the formula was amended by Resolution


No.1000 of the National Commission. According to management,
the new formula did not allow Naftogaz to recover old debts, but
only service the current portion of receivables.
Similar accounts were introduced for industrial companies
(Resolution No.23 issued by the National Commission on 16
January 2014) and for heating companies (Resolution No.217
issued by the Cabinet of Ministers of Ukraine on 18 June 2014
(effective from 4Q2014). The algorithm established by Resolution
No.217 also envisaged repayment of old debts.
Please note that by Resolution No.166 issued by the Cabinet of
Ministers of Ukraine on 18 March 2015 changes to the special
accounts algorithm were introduced which eliminated the
possibility to recover the old debts, negatively effecting the
recoverability of Naftogazs accounts receivable.

On 20 May 2015, the Cabinet of Ministers of Ukraine issued


Decree No. 670-p introducing a new mechanism of settlements
between electricity generating companies and the wholesale
suppliers of electricity. This decree introduced the mechanism of
special accounts in settlements with Naftogaz for the gas used by
the heating/electricity generating companies for the production of
electricity.

establishment of the
Group with Gas of
Ukraine as the main
trader of gas

2008
introduction of special accounts for
regional gas distribution companies
and traders of gas

2011
transfer of trading operations from
Gas of Ukraine to Naftogaz
Law On Write-off and
Restructuring of Debts for
Consumed Gas

2014
introduction of special
accounts for heating and
industrial companies

ban on bankruptcy and forced


debt collection, inter alia, in
respect of the heating
companies and regional gas
distribution companies

2010
Law On Principles Of
Functioning Of Natural Gas
Market

2012
introduction of new algorithm
for special accounts
guaranteed suppliers of natural
gas are established

March 2015
changes to special accounts
algorithm for heating companies

April 2015
May 2015

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

2005

Law On Natural Gas Market

Law On Stabilization Of Financial


Standing Of Naftogaz
introduction of special accounts for
heating companies which produce
electricity using gas
31 July 2015
9

Section 2 Background of the Groups activities and regulations

Naftogaz is a guaranteed supplier of natural gas in Ukraine for almost all


categories of customers
Ukrgazvydobuvannya
(all gas produced is
sold to Naftogaz)
Uktransgaz (gas
transportation )

Other suppliers
(Gazprom, European
suppliers, etc.)
Naftogaz,
Gas of Ukraine*

Gas traders

**

Industrial companies
and other customers

***

Regional gas
distributors (0blgases)

Public entities

Heating
companies

and religious organizations


- Group companies
* - a trading company before December 2011.
** - other customers only
*** - for heating purposes only

- supply of natural gas (without


transportation services)
- supply of natural gas including transportation services

- supply and distribution of natural gas by oblgases to


end users

Note: the above chart is presented from the perspective of the Group rather than the market as a whole

Diagnostic analysis of receivables National JointStock CompanyNaftogaz of Ukraine

- gas transportation services (main pipeline)


- supply of heat
- gas distribution services by oblgases when
Naftogaz supplies gas via direct contract (i.e., not
through oblgases)

31 July 2015
10

Section 3
Overview of receivables recovery process

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
11

Section 3 Overview of receivables recovery process

The Gas sales department oversees all interactions with customers from
contract initiation to collection (1 of 2)

Gas sales department


Contractual work and gas
sales division
(9 people)

Development of standard contract


templates for gas sale
Ensure any agreements with
customers are concluded in
accordance with the established
procedures of Naftogaz
Recording the actual volumes of
natural gas consumed by
undertaking acceptance
procedures with customers
Informing the Legal Department
regarding execution of the
enforcement documents by the
debtors
Preparation of gas sales registers
and their submission to the
Accounting Department to reflect
gas sales transactions in the
Companys accounts

Payments control
division
(18 people)

Daily analysis of received


payments and receivable
balances
Daily forecast of cash flows
from sales of gas
Preparation of reports for
management

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Settlements and analytics


division
(8 people)

Daily analysis of payments


received for the gas sold and
payments by Naftogaz for
transportation and distribution
services (including posting
respective entries in the
automated system Navigator-IN
(a system used by the Gas Sales
Department to account for and
analyse sales related operations
and balances)
Based on court decisions and
respective accounting records,
reflecting accruals and
provisions relating to
receivables and payables
balances in Navigator-IN

Debt management
division
(16 people)

Preparation of materials on
overdue debt, respective fines
and penalties and their
submission to the Legal
Department to proceed with
court filing
Off-set arrangements
Regular monitoring of official
information on bankruptcy or
liquidation procedures initiated
in respect of the Companys
debtors
Consolidation of information on
receivables and payables of the
Company

31 July 2015
12

Section 3 Overview of receivables recovery process

The Gas sales department oversees all interactions with customers from
contract initiation to collection (2 of 2)

As a guaranteed supplier of natural gas, Naftogaz cannot refuse to


conclude new gas supply contracts with its customers even if the
latter have unpaid debts for gas supplied under old contracts. At the
same time, according to the standard gas supply contracts with its
customers, Naftogaz can limit or terminate supply of gas. The
Company actively applies this contract clause in accordance with
the Decree of the Cabinet of Ministers of Ukraine No1687 dated 8
June 2006 On Approval of Mechanism of Limiting (Terminating)
Supply of Gas (Except for Population).
Moreover the standard contractual terms allow Naftogaz to
terminate the contract, if there is an unsettled overdue debt.
According to management, they did not apply the contract
termination clause until 2015, and as a result two court cases where
initiated against Naftogaz (currently in progress). If Naftogaz
successfully defends these cases, they will have an effective tool
against problematic debtors.

Usually, Naftogaz files lawsuits against debtors to demand


repayment of overdue debts and respective fines and penalties only
after expiry of respective gas supply contracts. As such, the lawsuits
cover only that portion of the debt which has not been paid after the
contract expiry date (i.e., problematic debt). According to
management, such approach helps the Group to decrease the
number of claims to be filed and the volume of legal work.

However, in cases where management identifies the risk that the


principal debt may not be repaid, then the decision to file a court
case is made before the contract expiry.

There is no general practice of formal debt restructuring in the


Group, unless there is a respective court decision or restructuring is
initiated by the Parliament (see discussed earlier).

Before proceeding with the legal work-out, the Debt Management


Division of the Gas Sales Department, conducts negotiations with
individual debtors, reaching though regional authorities and trying
to influence payment discipline of the debtors (through regular
calls, official letters, etc.).

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
13

Section 3 Overview of receivables recovery process

Overview of the main contractual terms of Naftogaz for supply of gas

Contract
duration

Pricing

Supply and
payment terms

Fines and
penalties for
overdue debt

Termination
clauses

Naftogaz concludes annual contracts for the supply of gas, using standard templates which are set by Nafogaz internally
for each category of customers (i.e., industrial companies, oblgases (separately for supply of gas to households, heating
companies, other entities), etc.). Per management, no changes to the standard contractual terms are usually allowed.
Please note that the National Commission sets a standard template for the gas supply contract between owners of gas
(e.g., Naftogaz) and oblgases which Naftogaz uses to prepare respective contract template with oblgases.

Gas prices are regulated at each stage from exploration to supply to end consumers by the National Commission which
sets either fixed prices (for supply of gas to households (through oblgases) as well as to heating companies for production
and delivery of heat to households) or maximum level of prices (for other customers).

Contacts stipulate volume of gas to be supplied at a certain price on a monthly basis. Depending on the customers
category, the payment terms may vary from 30% monthly prepayment with the remaining balance payable in two equal
instalments (i.e., 35% each) on the 5th and 15th day of the month of supply with final settlement to be made by the 14 th day
of the next month (for industrial companies and other customers) to 1oo% payment for the planned volume of gas to be
consumed in the month of supply (for oblgases and heating companies) with the final clearance on the 15th (heating
companies) or on the 20th (oblgases) of the month following the month of supply.
1. Penalties (late payment interest) are calculated on a daily basis by multiplying the NBUs double discount rate and the
amount of payments in arrears.
2. Fines is a one time fee set at 7% from overdue payment (only for supply of gas to industrial companies)
3. Inflation compensation 3% + inflation rate (as set by the State Statistics Service) multiplied by the amount of
payment in arrears (on a daily basis).

In case of overdue payments, according to the standard gas supply contracts (except for those with oblgases), Naftogaz
has the right to limit/terminate supply of gas until the overdue payment is settled.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
14

Section 3 Overview of receivables recovery process

Overview of the legal work-out procedures in Naftogaz and Gas of Ukraine

Our analysis was focused on Naftogaz and Gas of Ukraine, since


these companies are mainly involved in the sale and purchase of gas
and, as a result, are engaged in respective litigations.

The Legal Department of Naftogaz includes about 50 specialists of


which 31 are litigation specialists (20 of which participate in
drafting and filing court claims, other staff are responsible for
enforcement proceedings and bankruptcy cases).

This approach is applied with the purpose to minimise costs and to


avoid initiating a number of cases per one contract. This is also
driven by the fact that under effective legislation a court claim
regarding debt collection should be submitted at a debtors place of
registration. Such legislative requirement actually complicates legal
work-out with the Groups debtors, which is managed out of Kyiv.

The Groups lawyers maintain special registers of the current court


cases with indication of debtors, amount of debt, penalties applied
for non-payment or late payment of the debt etc.

In exceptional cases, upon approval of Naftogazs management, the


legal work-out in respect of the debtors is initiated before the
contracts expiry date.

Contract management (including conclusion of contracts, control


over their execution, penalties accrued for non-compliance with
contractual terms) is executed by the Gas Sales Department
(discussed earlier). If a counterparty is in breach of the contractual
terms, this Department prepares and transfers materials to the
Legal Department in order to initiate court proceedings in respect
of such a counterparty. The Economic Security Department is
responsible for monitoring counterparties solvency in order to
timely react in case bankruptcy procedures are initiated in respect
of a debtor.

Gas of Ukraine ceased its activity related to supply of the natural


gas in 2011, however, is actively involved in litigation proceedings
with its debtors regarding unpaid balances of principal debts and
penalties including late payment interest, fines etc.

If a customer has not paid for the supplied gas according to


contractual terms, in most cases Naftogaz will initiate legal
proceedings after the respective contracts term expiration (1-year),
when the final outstanding amount of the principal debt is known.
Before the litigation process Naftogaz estimates additional
penalties (fines, late payment interests etc.) for non-compliance
with the contractual terms, which in most cases continue to be
accrued during the litigation.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
15

Section 3 Overview of receivables recovery process

Naftogaz and Gas of Ukraine undertake any legal work in accordance with
the established procedures set out in the internally approved Regulations

Key Responsible Departments


Gas Sales Department

Legal Department

Economic Security
Department

Collection and preparation of


information necessary to file the claim
Identification of the counterparties for
the legal work-out
Transfer of the case materials to the
Legal Department in order to comply
with statutory terms for filing
documents to the courts etc.
Informing the Legal Department
regarding execution of the
enforcement documents by the debtors
Regular monitoring of the official
publications regarding bankruptcy or
liquidation proceedings initiated in
respect of the Groups debtors

Provision of methodical and advisory


assistance during pre-court workout
procedures
Legal work-out related to drafting
court claims, appeals, cassation of
claims or objections to them
Upon approval of the management,
involves representatives of the
structural departments to represent
the Groups interests in the court
hearings
Control over process of receiving of the
enforcement documents
Maintaining records regarding court
cases and enforcement proceedings

Regular interaction with enterprises,


establishments, organisations and
citizens with the aim to receive
necessary information regarding
financial standing and solvency of the
debtors
Checking on the status and accuracy of
the court decision execution by the
State Enforcement Service
Identification of possible illegal actions
carried out by the debtors aimed at
sidestepping the recovery of the debt
and notification of the law
enforcement authorities if such actions
are identified

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
16

Section 3 Overview of receivables recovery process

All legal work in the Group related to debt collection is done in-house

Maintaining records regarding court cases and enforcement


proceedings

1.

2.

Preparation and
filing of the claims

This work is
supported by the Gas
Sales Department

Representation in the
court of all instances

Includes also appeal claims


and cassation claims and
bankruptcy cases initiated in
respect of the Groups debtors

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

3.
Enforcement
proceedings

Monitor the status of enforcement,


including its initiation by the State
Enforcement Service, execution,
etc.

31 July 2015
17

Section 3 Overview of receivables recovery process

Starting from 2012 Naftogaz filed claims for the total amount of UAH
27,184 mln

Our analysis of the court cases of the Group was mainly focused on
Naftogaz and Gas of Ukraine, since these two companies were
involved in sale and purchase of gas and were heavily engaged in
related litigation. Although Ukrtransgas and Ukrgazvydibuvannia
are also involved in litigation, this relates to gas transportation and
the collection of intragroup debts and as such falls outside the terms
of reference.

We further split our analysis into two sections: (i) covering Gas of
Ukraine from 2010 till February 2015 (see further in the report);
and (ii) Naftogaz from 2012 to May 2015 (see below), i.e. starting
from the year when they engaged into gas trading activities.

According to legislation, Naftogaz is a guaranteed supplier of the


natural gas to large industrial enterprises with the annual
consumption of the natural gas over 3 mln. cm, heating companies
and regional gas distribution companies.

Contracts are concluded by Naftogaz for a period of one year.


Hence, for each calendar year Naftogaz concludes a new set of
contracts with the same customers (counterparties). As a
guaranteed supplier of the natural gas Naftogaz is not permitted to
refuse concluding a sale and purchase contract for a new period,
even if a customer has debts for the purchase of natural gas under
old contracts for prior periods.

Usually, legal action is initiated after expiry of the sale and purchase
contract in order to minimise the quantity of claims filed and
resources of Naftogaz involved in the process of court claims.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Other claims filed by Naftogaz in courts relate to its day-to-day


activity (loan agreements, disputes with the state authorities, nonmaterial commercial disputes). However, their number is small
compared to disputes regarding sale and purchase of natural gas.

Our analysis of legal cases of Naftogaz includes legal cases, initiated


from 2012 till May 2015. The total number of legal cases is 2,725.

The total amount of the claims filed during the above mentioned
period, including the principal debt, fines, late payment interest
and inflation compensation (inflation rate and 3% per annum), is
UAH 27,184 mln, including: (i) court cases with the total claims of
UAH 18,953 mln, where final court decision was taken (and with
respect to which UAH 14,327 mln were confirmed by the court);
and (ii) court cases with the total claims of UAH 8,231 mln pending
final decision of the court (see details in table on the next page).

According to the Ukrainian legislation, the court is empowered to


revise downward the amount of fines and late payment interest on
its own discretion, taking into account the following circumstances:
actual execution of the contract by a debtor, financial standing of
the parties, their material and non-material interests. Also the
amount of principal debt may be decreased by the court or by the
parties due to its full or partial payment.

Therefore, the amount of claims satisfied by the court in favour of


Naftogaz may significantly differ from the amount claimed by
Naftogaz. Our analysis shows that the average recovery rate for the
claims where the final decision of the court was taken is 76%
(calculated by dividing the amount of confirmed court claims by the
claims amount where final decision was taken). This does not take
into account the actual outcome from the enforcement.
31 July 2015
18

Section 3 Overview of receivables recovery process

Out of UAH 18,953 mln of claims, where the final decision of the court has
been taken, Naftogaz is allowed to enforce UAH 14,327 mln

According to the information provided by the Legal Department,


the total claims of UAH 3,577 mln from the confirmed by the court
cases were paid by debtors and UAH 5,154 mln are currently in the
process of enforcement by the offices of the State Enforcement

Service of Ukraine. Currently, enforcement of claims in the amount


of UAH 2,491 mln is suspended mainly under legislative provisions
of the Law of Ukraine On Measures Aimed At Ensuring Functioning
of Enterprises of Fuel and Energy Sector No.2711-IV dated on

23 June 2005, the effect of which is expected to expire on 01


September 2015 (with the major impact on the debts due from the
heating companies).
In addition, UAH 27 mln shall be collected by Naftogaz under outof-court enforcement procedure based on the notarys executive
inscription (in cases this is envisaged by the contractual terms with
customers). This procedure does not involve application to court
by Naftogaz and is not included in the total claims filed to court.

Legal cases filed by Naftogaz against debtors and their status

UAH in
millions

Industrial
companies
Electricity &
heating
Oblgases
Other

Principal
debt

Total claims
Final
court
Fines and
decision
Penalties
taken
Pending

Claims confirmed by the court

Total
amount

Enforcement Restruc
procedure
tured

Paid

Suspended Written
enforcement
off

Bankruptcy
proceedings

ATO zone
and Crimea

Total
amount

% 0f claims
confirmed*

1 868

550

1 51 4

904

2 41 8

538

506

297

1 344

89%

1 5 081
1 466
2 47 6

4 364
393
986

1 3 1 51
1 21 3
3 07 5

6 294
646
387

1 9 445
1 859
3 462

4 369
95
1 52

27 2
30
23

3 1 96
60
24

2 467
21
-

55
-

62
-

47
14
2 096

1 0 41 3
27 5
2 295

7 9%
23%
7 5%

20 891

6 293

18 953

8 231

27 184

5 154

831

3 57 7

2 491

55

62

2 157

14 327

7 6%

* - as a percentage from total claims where final decision have been taken

Source: Information of the Legal Department of Naftogaz

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
19

Section 3 Overview of receivables recovery process

From 2010 till February 2015, the total claims filed by Gas of Ukraine
amounted to UAH 22,315 mln, out of which UAH 17,734 mln have final court
decision with the recovery of 76%
Legal cases filed by Gas of Ukraine against debtors and their status

UAH in millions

Industrial
companies
Electricity &
heating
Oblgases
Other

Principal
debt

Total claims
Final court
Fines and
decision
Penalties
taken

Claims confirmed by the court

Pending

Total
amount

Enforcement
procedure

WrittenOff

Restructured

Paid

Suspended
enforcement

Bankruptcy
proceedings

Total % 0f claims
amount confirmed*

5 367

1 932

2 823

4 47 6

7 299

7 42

115

81

1 302

2 240

7 9%

9 401
3 01 9
94

1 908
57 8
16

1 1 220
3 581
110

89
16
-

1 1 309
3 597
110

2 7 26
10
12

2 51 1
1 57 3
13

658
908
1

2 455
1 02
44

14
-

1 28
-

8 492
2 593
70

7 6%
7 2%
64%

17 881

4 434

17 7 34

4 581

22 315

3 490

4 212

1 648

3 903

14

128

13 395

7 6%

* - as a percentage from total claims where final decision have been taken
Source: Information of the Legal Department of Gas of Ukraine

Starting from 1998 till November 2011 Gas of Ukraine was engaged
in the purchase and sale of natural gas. In November 2011, the
license of Gas of Ukraine for sale and purchase of the natural gas
was terminated. Currently, the main activity of Gas of Ukraine is
collection of debts which accumulated before November 2011.

Our analysis of legal cases of Gas of Ukraine includes legal cases


initiated from 2010 till February 2015. The total number of legal
cases analysed and relating to collection of debts for the sale of gas
is 2,273.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

The total amount of the claims filed during the above mentioned
period, including the principal debt, fines, late payment interest and
inflation compensation (inflation rate and 3% per annum) is UAH
22,315 mln, including (i) court cases with claims of UAH 17,734 mln
where final court decision was taken (and with respect to which
UAH 13,395 mln were confirmed by the court); (ii) and court cases
with the total claims of UAH 4,581 mln pending final decision of the
court.

Our analysis shows that the average recovery rate for the claims
where final decision of the court was taken is 76% (calculated by
dividing the amount of confirmed court claims by the claims
amount where final decision was taken). This does not take into
account the actual outcome from the enforcement.

31 July 2015
20

Section 3 Overview of receivables recovery process

31% of the claimed amount confirmed by courts was written-off under


provisions of the Law of Ukraine

Legal cases filed by Gas of Ukraine against debtors and their status

UAH in millions

Industrial
companies
Electricity &
heating
Oblgases
Other

Principal
debt

Total claims
Final court
Fines and
decision
Penalties
taken

Claims confirmed by the court

Pending

Total
amount

Enforcement
procedure

WrittenOff

Restructured

Paid

Suspended
enforcement

Bankruptcy
proceedings

Total % 0f claims
amount confirmed*

5 367

1 932

2 823

4 47 6

7 299

7 42

115

81

1 302

2 240

7 9%

9 401
3 01 9
94

1 908
57 8
16

1 1 220
3 581
110

89
16
-

1 1 309
3 597
110

2 7 26
10
12

2 51 1
1 57 3
13

658
908
1

2 455
1 02
44

14
-

1 28
-

8 492
2 593
70

7 6%
7 2%
64%

17 881

4 434

17 7 34

4 581

22 315

3 490

4 212

1 648

3 903

14

128

13 395

7 6%

* - as a percentage from total claims where final decision have been taken
Source: Information of the Legal Department of Gas of Ukraine

According to the information provided by the Legal Department,


the total claims of UAH 3,903 mln from the confirmed by the court
cases were paid by debtors and UAH 3,490 mln are currently in the
process of enforcement by the offices of the State Enforcement
Service of Ukraine.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Debts of Gas of Ukraine considered by courts in the amount of UAH


4,212 mln were written-off under provisions of the Law of Ukraine
On Certain Issues on Debts for the Consumed Natural Gas and
Electricity No.3319-VI dated 12 May 2011. In 79 court cases with
the total claims of UAH 1,648 mln debts are restructured.

31 July 2015
21

Section 3 Overview of receivables recovery process

Positive court decisions with low chances to be executed are estimated at


UAH 9,281 mln

Case

Description

Debtors located in Crimea and ATO


zone

Debts confirmed by the court decisions in the amount of UAH 6,374 mln for Naftogaz and UAH 1,193 mln for
Gas of Ukraine are due from companies registered in Crimea, Donetsk and Lugansk regions, which are not
controlled by the Ukrainian Government. Currently local offices of the State Enforcement Service of Ukraine
responsible for execution of the court decisions on these territories are not operating. Therefore, it is uncertain
whether enforcement proceedings in these cases will result in actual recovery of debt.

Debtors in bankruptcy procedure

UAH 1,714 mln (Naftogaz - UAH 975 mln, Gas of Ukraine UAH 739 mln) is subject of collection from the
companies which are currently in the bankruptcy procedure. Chances of collecting such debts are low, since it
is unclear whether debtors will be able to pay their debts in full.

Source: Information of the Legal Department of Gas of Ukraine and Naftogaz

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
22

Section 4
Consolidated receivables of the Group

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
23

Section 4 Consolidated receivables of the Group

Naftogaz and Gas of Ukraine account for almost all debt of the Group for
the sale of gas
The Group companies' receivables in respect of gas sale
operations as of 31 December 2014
UAH in million
Naftogaz
Trade receivables
Fines and penalties
Gas of Ukraine
Trade receivables
Fines and penalties

Heating
Industrial
companies companies Oblgases
2,548
78
2,626

5,535
108
5,643

2,924
647
3,570

26,889
1,769
28,658

2,559
678
3,237

3,871
309
4,181

2,267
66
2,333

192
74
266

8,889
1,128
10,017

3
3

3
3
1
1
38,679
100%

% from total

Total

15,882
937
16,819

Ukrgazvydobuvannya
Trade receivables
Ukrtransgaz
Trade receivables

Other

20,056

6,807

7,976

1
1
3,840

52%

18%

21%

10%

Source: Receivables ledgers of Naftogaz and Gas of Ukraine

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

As of 31 December 2014, the gross receivables of the Group for the


sale of gas, excluding intra-group balances, amounted to UAH
38,679 mln (including UAH 2,897 mln of fines and penalties).

Receivables are recorded in the Groups accounting records based


on gas sales registers provided to the Acounting Department by the
Gas Sales Department before the 15th day of the month following
the month of supply.

According to the standard contractual terms, acceptance acts


confirming volumes of gas supplied and its price should be signed
by Naftogaz and its customers by the 8th of the month following the
month of supply. Once acceptance acts are signed, they are
transferred to the Accounting Department. If there are differences
between the sales registers and the signed acceptance acts in terms
of volume or price of gas supplied, respective adjustments are made
in the Companys accounts.

As discussed earlier in the report, the gas supply contracts stipulate


fines and penalties for the late payments. According to
management, such fines and penalties are recorded in the Groups
books only if there is a respective decision of an appeal court. Until
such ruling is obtained, no respective accrual is made in the Groups
accounting records.

31 July 2015
24

Section 4 Consolidated receivables of the Group

Recoverability of the Groups debt is impacted, primarily, by the amount


recovered from heating companies (1 of 2)
Recoverability of current debt*, %

100
80
60
40

Heating companies

Other clients

20

Oblgases

Total

0
2010

According to the information provided by Naftogaz, in 2012 heating


companies received UAH 9.8 bln of such compensation, which was
eventually used to settle the debt for the gas consumed, while in
2013 no such compensation was paid to heating companies. In
2014, the compensation from the budget amounted to UAH 10.8
bln.

Industrial companies

2011

2012

2013

2014

- recovery rates were calculated by dividing the amount of payments received during the year
for the gas supplied by the amount of revenue (including VAT) accrued in the respective
period

Recoverability of old debt*, %

As mentioned earlier in the report, in 2014 2015 some initiatives


were introduces to improve the payment discipline of the heating
companies (eg, introduction of special accounts, adoption of Law
No.423 allowing Naftogaz to limit supply of gas to heating
companies in case of overdue payments).

While in 2011 2013 recoverability of the current debt of oblgases


was rather stable (appx. 84%), in 2014 it dropped to 71%. The major
factor that has negative impact on the recoverability in 2014 was
increase of prices for gas, including gas purchased by oblgases for
production purposes, i.e. industrial and technical losses (ITL). At
the same time, the price of gas for ITL included in the gas
distribution tariff and charged to customers in 2014 was lower
compared to the actual price, resulting in oblgases inability to pay
for respective gas in full. Naftogaz intends to recover full amount of
debt for gas for ITL but it may prove to be challenging.

Heating companies
Oblgases

80

Industrial companies
Other clients

60

Total

40
20
0
2010

2011

2012

2013

2014

- recovery rates were calculated by dividing the amount of payments received during the year and
relating to debts which originated in prior periods by the amount of such debts outstanding at the
beginning of the year
Source: Accounting records of Naftogaz and Gas of Ukraine

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

The debt recovery rate for the heating companies is the lowest when
compared to other categories of the Groups customers. There is a
significant dependency of debt recovery rates in respect of the
heating companies debt on the amount of transfers from the state
budget. Heating companies receive compensation from the state
budget for the difference between the price of gas purchased for the
purposes of heat production and supply to households and the price
of gas included in the respective heating tariffs to households.

31 July 2015
25

Section 4 Consolidated receivables of the Group

Recoverability of the Groups debt is impacted, primarily, by the amount


recovered from heating companies (2 of 2)
Recoverability of current debt*, %
100

Quarterly recovery rates were calculated on a


cumulative basis as gas sales contracts are for a
period of one year and payments made by
customers during the year are not linked to the
month of supply in the Groups accounting
system.

Fluctuations of quarterly recovery rates for the


current debt of oblgases and heating companies
reflect the seasonality of gas consumption
during the year (i.e., which is increasing in cold
months with respective payments being delayed
and made in the following periods). In the first
quarter of the year, the current debt recovery
rate is the lowest, while it improves in the
following quarters.

For industrial companies and other clients the


consumption is less dependant on the season.

Improvement of recoverability of the current


and old debt of heating companies in the 4th
quarter of 2014 reflects receipt by Naftogaz of
the heat tariffs compensation from the state
budget which related to the supply of gas in the
current and previous years (UAH 10.8 bln).

80
60
40
20
0
1Q13

Heating companies

Industrial companies

Oblgases

Other clients

2Q13

3Q13

4Q13

Total

1Q14

2Q14

3Q14

4Q14

- recovery rates were calculated by dividing the amount of payments received during the year for
the gas supplied by the amount of revenue (including VAT) accrued in the respective period.
Calculation was done on a cumulative basis.

Recoverability of old debt*, %


50

Heating companies

Other clients

Oblgases

Total

Industrial companies

40
30
20
10
0

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

- recovery rates were calculated by dividing the amount of payments received during the year and
relating to debts which originated in prior periods by the amount of such debts outstanding at the
beginning of the year. Calculation was done on a cumulative basis.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
26

Section 4 Consolidated receivables of the Group

As of 31 December 2014, heating companies and oblgases accounted for


72% of the Groups total debt
Debt as of 31 December 2014, UAH in millions
*Heating companies
Oblgases
15%

Other

2,912

15%

719
934 788 126

Prior to
2010

3,818
1,565
1,977

5,772
2,111
1,926

2010

1,480

1,659

363

4,226

4,993

10%

1,698

60%

of the total debt was


originated prior to
2014

20,057

4,436

5,877

13%

2,567

100%
38,679

9,155

Industrial companies

7%

40%
15,652

1,012
41
381

39
600

7,976

250
26

47%

out of the debt which


originated prior to 2014 is
due from heating
companies

67%

of debt of industrial
companies is due from
companies of the
chemical sector

6,809

255

3,837

2011

2012

2013

2014

Total

* - includes heating companies which also produce electricity

Payment discipline of heating companies is one of major concerns of


the Groups management. In 2014, settlements through special accounts
were introduced for these companies and, according to management, it
has a positive impact on the recoverability of their debt.

Annexation of Crimea, ATO, increase of maximum level of gas


prices in 2014 for industrial companies from UAH 3,113 per
thousand cm to UAH 5,900 per thousand cm (which is also applicable to
gas purchased by oblgases for ITL as well as gas consumed by heating
companies to produce heat for commercial and public entities) were the
major factors negatively impacting the debt repayment of the Group in
2014 (see analysis further in the report).
Diagnostic analysis of receivables National Joint-Stock Company
Naftogaz of Ukraine

53%

of the total debt of other


customers is due from
one counterparty (UAH
2,046 mln) - LLC
Gazukraina-Commerce.
31 July 2015
27

Section 4 Consolidated receivables of the Group

As of 31 December 2014, 49% of the Groups debt was originated under gas
supply contracts for households and public organisations
2%
0%

Receivables of Gas of Ukraine and Naftogaz by the end consumer,


as of 31 December 2014
UAH in millions
Heating companies
Public organizations
Households
Industrial companies*
Municipal organizations
Heating companies**
Religious organisations
Other
Oblgases
Industrial technical losses (ITL)
Households
Industrial companies
Public organizations
Households - heating
Public organizations - heating
Religious organisations
Other
Industrial companies
Industrial companies
Households - heating
Public organizations - heating
Municipal organizations - heating
Other
Other***
Households - gas
Households - heating
Public organizations - heating
Public organizations - gas

Gas of
Ukraine

Naftogaz

Total

25%

1,451
982
254
541
3,228

6,948
5,573
2,472
1,105
708
1
12
16,819

8,399
6,555
2,726
1,105
708
1
553
20,047

22%
17%
7%
3%
2%
0%
1%
52%

1,049
671
449
52
1
9
101
2,332

3,322
1,812
261
133
55
45
15
5,643

11%
6%
2%
0%
0%
0%
0%
0%
21%

4,142
35
4,177

2,546
43
22
15
2,626

4,371
2,483
710
185
56
45
24
101
7,975
6,688
78
22
15
6,803

237
14
21
4
3
279
10,016

3,256
188
65
61
3,570
28,658

3,493
202
86
65
3
3,849
38,674

9%
1%
0%
0%
0%
10%
100%

Industrial companies

26%

Oblgases
Other
Households
Public and municipal organizations
Heating companies

11%
24%

Religious organizations

11%

All contracts concluded by Naftogaz with its counterparties are split by the
end consumer category as gas prices and heat tariffs vary depending on the
consumer category (i.e., the price of gas sold for households is lower than the
price for the industrial companies). Note that there is no separate category of
households entitled to subsidies (individuals identified as socially vulnerable)
as prices at which gas is supplied to oblgases and heating companies are the
same for all households. The subsidies are paid from the State budget to
oblgases and heating companies.

Given that payments for consumed gas are made by customers of oblgases
through special accounts with further automatic distribution between the
provider of gas (i.e., Naftogaz) and providers of transportation and
distribution services (Ukrtransgas and oblgases), debt structure of oblgases
accurately reflects the ultimate debtors of the Group.

17%
0%
0%
0%
18%

*- primarily for production of electricity


*** - primarily, traders, Chornomornaftogas, condominiums, public organizations, etc.
Source: Receibables ledgers of Naftogaz and Gas of Ukraine

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
28

Section 4 Consolidated receivables of the Group

As of 31 December 2014, 73% of the Groups debt was originated under gas
supply contracts with oblgases and heating companies
Receivables of Gas of Ukraine and Naftogaz by the end consumer,
as of 31 December 2014
UAH in millions
Heating companies
Public organizations
Households
Industrial companies*
Municipal organizations
Heating companies**
Religious organisations
Other
Oblgases
Industrial technical losses (ITL)
Households
Industrial companies
Public organizations
Households - heating
Public organizations - heating
Religious organisations
Other
Industrial companies
Industrial companies
Households - heating
Public organizations - heating
Municipal organizations - heating
Other
Other***
Households - gas
Households - heating
Public organizations - heating
Public organizations - gas

Gas of
Ukraine

Naftogaz

Total

The debt structure of heating companies may not properly reflect the ultimate
debtors, as the mechanism of special accounts for heating companies started to
function only in November 2014 (following the adoption of the respective
legislation in June 2014) and till that time payments for purchased gas had
been made by the heating companies at their discretion and did not reflect the
actual payment discipline of the ultimate customers.

Please note that till May 2015, payments for the gas supplied by Naftogaz to
oblgases for ITL (price of which is included into the distribution tariff of
oblgases) were outside the special accounts mechanism and were made at
discretion of oblgases. In May 2015, changes in the respective regulations were
made introducing the algorithm for such payments, but only when there was
an overdue debt under gas supply contracts for the network operation
purposes.

In such cases, a part of the distribution tariff of oblgases which relates to cost of
gas purchased for ITL is automatically distributed from special accounts of
oblgases to special accounts of Naftogaz, once payments for gas and connected
services (i.e. transportation and distribution) are made by the end consumers.
If the overdue debt is settled, respective payments are made at oblgases
discretion.

1,451
982
254
541
3,228

6,948
5,573
2,472
1,105
708
1
12
16,819

8,399
6,555
2,726
1,105
708
1
553
20,047

22%
17%
7%
3%
2%
0%
1%
52%

1,049
671
449
52
1
9
101
2,332

3,322
1,812
261
133
55
45
15
5,643

11%
6%
2%
0%
0%
0%
0%
0%
21%

4,142
35
4,177

2,546
43
22
15
2,626

4,371
2,483
710
185
56
45
24
101
7,975
6,688
78
22
15
6,803

237
14
21
4
3
279
10,016

3,256
188
65
61
3,570
28,658

3,493
202
86
65
3
3,849
38,674

9%
1%
0%
0%
0%
10%
100%

17%
0%
0%
0%
18%

** - Includes UAH 675 m of debt due from Kharkivski Teplovi Merezhi which originated from debt
assignment agreement concluded between Nafrogaz and Kharkivska TETs-5. According to this agreement,
debt of Kharkivska TETs-5 due from Kharkivski Teplovi Merezhi was reassigned to Naftogaz as a
settlement for debt of the former originated under gas supply contracts

*- primarily for production of electricity


*** - primarily, traders, Chornomornaftogas, condominiums, public organizations, etc.
Source: Receibables ledgers of Naftogaz and Gas of Ukraine

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
29

Section 4 Consolidated receivables of the Group

As of 31 December 2014, 26% of the Groups debt was due from customers
located in the ATO zone (or in a close proximity) or in annexed Crimea

6,376

In 2014, Naftogaz continued to supply gas to its counterparties located on


territories, which were not under control of the Ukrainian Government
(primarily, to heating companies and oblgases). During the second half of
2014 repayment of the respective debt for gas supplied deteriorated
significantly resulting in accumulation of overdue balances.

Heating companies*
Oblgases

3,986

Industrial companies

2,039

1,759
538

Foreign countries

ATO zone

Lugansk region

461
Donetzk region

Chernigiv region

253

354
Khmelnytsk region

Chernivtzi region

342
Kherson region

1,027

303
Ternopil region

Cherkasy region

393
Cumy region

281
Mykolaiv region

744

350
Kirovograd region

Poltava region

570
Ivano-Frankivsk region

579
Zhytomyr region

371

379
Volyn region

Zakarpattya region

551
Vinnytya region

1,165
Zaporizzhya region

1,674
Rivne region

1,640
Odessa region

1,157
Lviv region

Kyiv region

Kyiv

Kharkiv region

Dnipropetrovsnk regio

1,184

2,415

2,939

Other

Crimea

4,849

Debt as of 31 December 2014 by region, UAH in millions

Source: Naftogaz information

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
30

Section 5
Individual receivables analysis

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
31

Section 5 Individual receivables analysis

As of 31 December 2014, 91% of the Groups debt was due from 119 debtors

Concentration analysis of the Group's debt


Debtors owing less
than UAH 50 m
Debt
Heating companies*
Oblgases
Industrial companies
Other
% from total

Number of
debtors

Debtors owing
between UAH 50 m
and UAH 500 m
Number of
Debt
debtors

2,377
234
495
356

453
15
277
1,553

7,262
6,443
1,269
1,434

3,462

2,298

9%

95%

Debtors owing
between UAH 500 m
and UAH 1000 m
Number of
Debt
debtors

47
31
13
7

4,997
1,299
2,691
-

16,408

98

8,987

42%

4%

23%

Debtors owing more


than UAH 1000 m
Debt

8
2
4
-

5,421
2,354
2,047

14

9,822

1%

25%

Number of
debtors

Total
Number of
Debt
debtors

4
2
1

20,057
7,976
6,809
3,837

512
48
296
1,561

38,679

2,417

0%

* - includes heating companies which also produce electricity


Source: Receivables ledgers of Naftogaz and Gas of Ukraine

The largest category of debtors includes balances between UAH 50 mln UAH 500 mln, which in total represent 42% of the
Groups debt for the sale of gas, covering 98 debtors.

48% of the total debt is due from 21 debtors with individual exposure over UAH 500 mln.

Such clients include trading companies (e.g., LLC Gazukraina-Commerce UAH 2,047 mln.), large chemical producers (such as
Rivbeazot PJSC, Concern Stirol PJSC, Severodonetzke objednannya Azot CJSC and Cherkassy Azot PJSC) with total debt of UAH
3,881 mln), as well as heating companies (Kharkivski teplovi merezhi CE UAH 1,569 mln., Kyivenergo PKSC - 1,331 mln., etc.).

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
32

Section 5 Individual receivables analysis

The Groups receivables by ownership category of the debtor

Consolidated debt owed to the Group by group of customers and year of origination,
as of 31 December 2014

As at 31 December 2014, 54% of the total debt of the


Group was due from privately owned companies with
oblgases and industrial companies being the main
categories of customers.

60% of the debt owned by the Group from heating


companies were attributed to legal entities in
municipal ownership.

67% of the debt due from the industrial companies


were concentrated within the chemical sector, with the
majority of legal entities being privately owned.

Year of origination
UAH in millions
Privately owned companies
Oblgases
Heating companies*
Other
Industrial companies
Chemical
Metallurgical
Other industries

SOEs
Oblgases
Heating companies*
Other
Industrial companies
Chemical
Metallurgical
Other industries

Municipally owned companies


Heating companies*
Other
Industrial companies
Households
Public entities

Total

2014

7,848
4,049
2,991
5,936
3,931
1,107
898
5,936
20,824

4,342
2,648
156
1,060
84
895
81
1,060
8,206

128
4,026
763
870
658
2
210
870
5,787

94
1,362
164
637
568
2
67
637
2,257

11,982
35
3

2013
984
755
584
39
9
30
39
2,362

2012

2011

2010

before
2010

41
238
1,421
379
2
377
379
2,079

247
140
10
1,951
1,725
226
1,951
2,348

2,108
191
5
1,859
1,813
46
1,859
4,163

28
1,057
7
1,092

805
236
1
1
1
1,042

3
498
2
25
23
2
25
528

3
242
246
67
62
5
67
558

62
108
140
5
135
140
310

5,145
27
1

2,414
4
-

1,869
2
1

927
1

1,047
-

580
2
-

12,020

5,173

2,418

1,872

928

1,047

582

20
28
38,679

6
10
15,652

4,993

12
2
3,818

1
3
5,772

1
8
2,567

5
5,877

126
77
815
648
298
212
138
648
1,666
-

* - includes heating companies which also produce electricity


Source: Receivables ledgers of Naftogaz and Gas of Ukraine

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
33

Section 5 Individual receivables analysis

As of 31 December 2014, the top 20 debtors accounted for 47% of the


Groups total debt (1 of 7)
The Group's debtors with debt more than UAH 50 m, UAH in million
Year of origination
Name of the debtor
Gazukraina-Commerce LLC
Kharkivski Teplovi Merezhi MC
Rivneazot PJSC
Kyivenergo PJSC
Donetskmiskteplomerezha MC
Kryvorizhskaya Teplocentral SE
Concern Stirol Gorlivka PJSC
Severodonetsk union Azot JSC
Donetskteplocomunenergo MC
Krymteplocomunenergo RE

Lvivhaz PJSC

Luhanskgas PJSC

Cherkasy AZOT PJSC


Teplocomunenergo Luhansk MC
Miski Teplovi Merezhi Koncern
Lisichanskiy glass factory Proletary PJSC
Dnipropetrovsk Mis'ki teplovi merezhi MC
Odessa Port Plant PJSC
Kryvorizhteplomerezha MC
Odessa Teploelektrotsentral PJSC

Owner
No information
No information
Ostchem Enterprises Limited (Cyprus) 96.4898%
Mr. Rinat Akhmetov
No information
No information
Ostchem Investments Limited (Cyprus) 90.5271%
Ostchem Ventures Limited (Cyprus) - 100%
No information
No information
Naftogaz - 25%,
Roloks PJSC - 10.6%,
Hastek PJSC - 13.1%
Ternopromservis - 10.6%
Meteron Limited PJSC - 22.95%
Naftogaz - 25%
Gastek PJSC - 26%
Holder Stock PJSC - 23.9%
PLG UA LIMITED, Cyprus - 75.57%
OMBRYDZH Ltd. - 20.1%
Uralkali PJSC - 11.3403%
No information
No information
FG Plant Holdings Limited, (Cyprus) 66.6685%
No information
State-owned
No information
State-owned

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Category

Before
2010
40

227

159

2012
1,420
109

2013
579
113

2014
47
921

Total
2,046
1,569

Industrial companies
Heating companies
Heating companies
Heating companies

297
0
0
0

978
24
114

20
21
236

407
381

36
333
288

47
1,295
502
215

1,341
1,331
1,287
1,235

Industrial companies
Industrial companies
Heating companies
Heating companies

0
5

75
556
92
25

935
344
38
24

233
147

163
294

299
277

1,009
900
825
773

Oblgases

318

26

313

657

Oblgases

307

87

247

641

Industrial companies
Heating companies
Heating companies

102
-

204
25
40

427
83
69

150
100

158
164

109
219

631
627
592

Industrial companies
Heating companies
Industrial companies
Heating companies
Heating companies

0
-

7
55
38

200
73
38
77

375
20
7
111

11
140
89
192

5
329
568
361
125

592
569
568
550
544

Other
Heating companies

2010

2011

31 July 2015
34

Section 5 Individual receivables analysis

As of 31 December 2014, the top 20 debtors accounted for 47% of the


Groups total debt (2 of 7)
The Group's debtors with debt more than UAH 50 m, UAH in million (continued)
Year of origination
Name of the debtor

Owner

Krymteploelektrotsentral PJSC

Asermill Ventures LTD, (Cyprus) - 62.7717%

Kyivoblgas PJSC

Dnepropetrovskgas PJSC
Itera LLC
Kharkiv Teploelektrotsentral-5 JSC
Makiivteplomerezha MC
Kharkivhaz PJSC
Dniprodzerzhyns'k Teploelektrotsentral PJSC
Donetskoblhaz PJSC
Sevteploenergo MC
Zakarpathaz PJSC
Horlivskteplomerezha PJSC
Ivano-Frankivskgas PJSC

Vinnitsagaz PJSC

Naftogaz - 25%
LLC TRANSIT-Invest - 15%
LLC Omega-Capital - 20.4%
LLC MASHDIBUR - 13.6%
Naftogaz - 25%,
PJSC Haztek - 50.8%
Rosneft
Limited liability companyt UKRISTHAZ 99.8563%
No information
Lasfano Ukraine LLC - 17.65%,
Sodeman Limited -17.19%
No information
Naftogaz - 38%
GrandGas - 24.9%
GasCity - 24.9%
No information
Roloks PJSC - 15%
Haztek PJSC - 21%
Ahropromkomplekt PJSC - 15% PJSC
Ternoprominvest - 15%
No information
Naftogaz - 25%
PJSC Haztek - 35%
PJSC Rolyuks - 15.2%
Naftogaz - 25%
Rolyuks PJSC - 19%
Hastek PPJSC- 34.7%
Ahropromkomplekt PJSC - 19.1%

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Category

Before
2010

2010

2011

2012

2013

2014

Total

Heating companies

55

18

198

207

479

Oblgases

75

49

354

478

Oblgases
Other

457

142
-

34
-

285
-

461
457

Heating companies
Heating companies

14

57

4
41

26

161
120

288
166

454
423

Oblgases
Heating companies

2
0

92
-

3
33

71

35
113

263
161

396
378

Oblgases
Heating companies

18

63

85

61
100

295
72

356
337

Oblgases
Heating companies

10

158
15

7
47

46
97

117
150

329
325

Oblgases

15

118

29

156

317

Oblgases

78

16

220

314

31 July 2015
35

Section 5 Individual receivables analysis

As of 31 December 2014, the top 20 debtors accounted for 47% of the


Groups total debt (3 of 7)
The Group's debtors with debt more than UAH 50 m, UAH in million (continued)
Year of origination
Name of the debtor

Poltavaoblenergo PJSC

Chernomorneftegaz PJSC
Zaporizhgas PJSC

Chernihivgas PJSC

Odesagas PJSC

Zuevskaya experimental Teploelektrotsentral SE


Dniprogaz PJSC

Volynhaz PJSC
Poltavagaz PJSC
State Reserve Agency of Ukraine
Teplopostachannya of Odessa MC
Lvivteploenerho MC

Owner
FC Meridian LLC - 12.6%
Ltd. IR Business-Invest - 12,75%
Larva Investments limited - 25%
UA Energy Distribution Holding Limited 23.29%
Bikontia Enterprises Limited - 23.9%
State-owned
Naftogaz - 25%
Hastek PJSC - 49.9%,
Centragas Holding Limited - 14.5%
Naftogaz - 25%
Lasfano Ukraine LLC - 13.28%
Roloks PJSC - 19.65%
Hastek PJSC - 13.08%
Ahropromkomlekt PJSC - 10%
Zemare Limited - 20.36%
Semenco Limited - 20.3%
Vorean holdings & Investments Limited 20.74%
Raysure Limeted - 20.31%
No information
Sagacity Limited - 16%
Humgate Holdings Limited - 21%
Tanter Holdings Limited - 16%
Eriswell Trading Limited - 16%
Roloks PJSC - 14.3%
Hastek PJSC - 38.6%
Ahropromkomplekt PJSC - 14.3%
Ternoprominvest PJSC - 14.3%
No information
State-owned
No information
No information

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Category

Before
2010

2010

2011

2012

2013

2014

Total

Heating companies
Other

1
-

37
231

92
-

166
49

296
280

Oblgases

79

21

172

280

Oblgases

93

49

131

279

Oblgases
Heating companies

0
0

15

59
59

19

71
97

145
85

275
274

Oblgases

42

104

51

73

271

Oblgases
Oblgases
Other
Heating companies
Heating companies

2
0

108
31
238
0
45

0
4

2
25
38

18
63
19
40

120
144
187
102

248
240
238
231
229

31 July 2015
36

Section 5 Individual receivables analysis

As of 31 December 2014, the top 20 debtors accounted for 47% of the


Groups total debt (4 of 7)
The Group's debtors with debt more than UAH 50 m, UAH in million (continued)
Year of origination
Name of the debtor
Severodonetsk teploelektrotsentral SE
Teploenergo Dnipropetrovsk City Council MC
Zhytomyrteplokomunenerho MC
Khmelnitskgaz PJSC
Zhytomyrhaz PJSC

Sumyhaz PJSC

Chernivtsihaz PJSC
Luhanskteplokomunenerho
CP HMR coals Vuhlyk MC
Orion Kyiv
Kherson Teploelektrotsentral JSC
Oblteplocomunenergo PJSC
Alchevsk Metallurgical Plant PJSC
Kharkivmiskgaz PJSC

Rivnegaz PJSC
Vinnytsyamiskteploenerho MC
Mykolayivgas PJSC
Energomashspetsstal PJSC
Lysychanskteplomerezha MC
Management of infrastructure of territory HO MC

Owner
No information
No information
No information
Naftogaz - 25%,
Hastek PJSC - 50.89%
Hastek PJSC - 50%
Khmelnitskgaz PJSC - 24%
Naftogaz - 25%
Hastek PJSC - 25.78%
Stoke Holder PJSC - 20.85%
Oksilend Ltd. - 24.17%
Roloks PJSC - 14.69%
Hastek PJSC - 34.3%
Ternopromservis PJSC - 14.69%
No information
No information
No information
State-owned
No information
No information
Sodeman Limited - 18.1%
Humgate Holdings Limited -19.17%
Tanter Holdings Limited - 18.88%
Eriswell Trading Limited - 20.06%
Naftogaz - 25%
Hazek - 31.6%
Ahropromkomplekt - 16%
MATHERON LIMITED - 24.8%
No information
Naftogaz - 25%
Haztek PJSC - 50.22%
EMSS Holdings Limited (Cyprus) - 92.6771
No information
No information

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Category

Before
2010
2
-

2010
11
1
55

2011
20
7
3

2012
14
11
32

131
48

2014
180
64
74

Total
225
216
212

Oblgases

21

44

13

130

208

Oblgases

71

13

123

207

Oblgases

55

25

104

186

0
162
3
178
10
9
-

48
5
11
11
27
-

0
4
15
12
8
-

8
25
34
48
-

31
58
22
24
-

101
1
66
86
56
166

181
179
179
178
176
171
166

Oblgases

35

28

10

86

159

Oblgases
Heating companies

14
0

38
3

15

13
47

87
82

151
147

Oblgases
Industrial companies
Heating companies
Heating companies

21
4

50
22
6

2
8
25
7

26
39

9
18
41

83
129
24
33

144
137
136
130

Heating companies
Heating companies
Heating companies

Oblgases
Heating companies
Heating companies
Other
Heating companies
Heating companies
Industrial companies

2013

31 July 2015
37

Section 5 Individual receivables analysis

As of 31 December 2014, the top 20 debtors accounted for 47% of the


Groups total debt (5 of 7)
The Group's debtors with debt more than UAH 50 m, UAH in million (continued)
Year of origination
Name of the debtor
Dneprovskiy Metallurgical Plant im.F.Ye.
Dzerzhinsky PJSC
ISD
Ivano-Frankivskteplokomunenergo SME
Rivneteploenergo LLC

Owner
No information

Bilotserkivteplomerezha MC
Power system MC
Ukravtohaz SE

No information
No information
No information
Sodeman Limited - 21%
Humgate Holdings Limited - 19%
Tanter Holdings Limited - 14%
Eriswell Trading Limited - 22%
No information
No information
Naftogaz - 25%
Ltd. PROMTEKHRESURS - 42.75%
State-owned
PJSC Dniprogaz - 10.7%
Sodeman Limited - 13.8%
Humgate Holdings Limited - 21.08%
Tanter Holdings Limited - 15.02%
Eriswell Trading Limited - 17.77%
Sagacity Limited - 12.51%
No information
No information
No information

Mariupol met. Plant Ilyich PJSC

Mr. Rinat Akhmetov and Mr. Vadim Novinskyy

Teplotrans MC
Edyni Energy Systems of Ukraine
Kirovohradteplo LLC
Energetyka ta palyvo Ukrainy SE

No information
No information
No information
No information

Makiyivka metallurgist. integrated works

Mr. Rinat Akhmetov and Mr. Vadim Novinskyy

Kirovogradgas JSC
Heat supply system MC

State-owned
No information

Donetskmiskhaz PJSC
Nikopolteploenergo MC
Ternopilmiskhaz PJSC
Ternopilhaz PJSC
Hlib of Ukraine SE

Kryvorizhhaz PJSC

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Category
Industrial companies
Industrial companies
Heating companies
Heating companies

Before
2010

2010

2011

2012

2013

2014

Total

121
0
-

29
10

7
11

38
-

14
3

123
0
31
94

123
121
119
119

1
0
9

8
8
8

12
20

23
11

6
30
19

104
46
45

118
118
112

6
110

4
-

26
-

1
-

20
-

56
-

112
110

0
-

8
22
1
-

1
0
-

10
1
-

8
16
43
-

88
53
53
98

103
102
98
98

Industrial companies
Heating companies
Other
Heating companies
Other

94
0
90

5
-

3
17
-

5
22
-

41
21
-

97
46
29
-

97
96
94
93
90

Industrial companies
Oblgases
Heating companies

89
0

1
-

3
5

21
12

63
71

89
89
88

Oblgases
Heating companies
Oblgases
Oblgases
Industrial companies

Oblgases
Heating companies
Heating companies
Other

31 July 2015
38

Section 5 Individual receivables analysis

As of 31 December 2014, the top 20 debtors accounted for 47% of the


Groups total debt (6 of 7)
The Group's debtors with debt more than UAH 50 m, UAH in million (continued)
Year of origination
Name of the debtor

Donetsk-Energy LLC
Interpipe Niko Tube LLC

Owner
PJSC Kyyivenerhoholdinh - 60%
DEPARTMENT OF KYIV municipal property
executive body of Kyiv City Council (Kyiv City
State Administration) - 28.4553%
No information
No information
Lasfano Ukraine LLC - 20.35%,
Interregional trade company Ltd - 15.81%
Perrit Select investments Limited - 22.56%
State-owned
No information
No information
Zaporizhstal-PC LLC - 21.83%
Kyiv Sekyuritiz Group LLC - 24.5%
Hals-Invest Ltd.- 17.06%
Global steel investments limited - 12.35%
Midland Capital Management LLC -11.22%
PJSC Neycherel end likvified Petrolem CEO 60.9%
No information
No information

Interpipe Nizhnedneprovskiy Rolling Plant PJSC

Saleks Investments Limited - 60%

Poltavateploenerho
Umanteplokomunenerho Uman MC
Ukrspirt SE

No information
No information
State-owned
Naftogaz - 25%
Limited Liability Company investment
company FINLEKS-INVEST - 40.8%
No information
No information
No information
No information

Kyivgas PJSC
Alchevskteplokomunenerho MC
SGS Plus LLC
Cherkasygaz PJSC
Sumykhimprom PJSC
Pavlohradteploenerho MC
Chervonohradteplokomunenerho MC

Zaporizhstal JSC

Khersongas PJSC

Melitopolhaz JSC
UZHKH MC
Mykolayivoblteploenerho RMC
Lutskteplo SE
Melitopol's'ki Thermal Network LLC

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

Category

Oblgases
Heating companies
Heating companies

Before
2010

2010

2011

2012

2013

2014

Total

13
4

20
2
9

1
1
17

1
6

36
36
26

30
33
25

88
87
87

Oblgases
Industrial companies
Heating companies
Heating companies

0
0
-

62
7
6

23
15
4

15
26

25
12
26

61
31
19

86
85
80
80

Industrial companies

80

80

Oblgases
Heating companies
Industrial companies

4
-

18
22
-

56
45
70

74
71
70

Industrial companies
Heating companies
Heating companies
Industrial companies

2
5
-

1
1
-

9
-

12
-

69
63
38
66

69
67
66
66

13
4
-

20
5
11
10

0
1
3
3

25
2
21
10

10
12
1
17

22
17
47
38
21

64
64
62
61
61

Oblgases
Heating companies
Heating companies
Heating companies
Heating companies

31 July 2015
39

Section 5 Individual receivables analysis

As of 31 December 2014, the top 20 debtors accounted for 47% of the


Groups total debt (7 of 7)
The Group's debtors with debt more than UAH 50 m, UAH in million (continued)
Year of origination
Name of the debtor

Owner

Mykolaiv Teploelektrotsentral PJSC

Chernivtsiteplokomunenerho MC

State-owned
Naftogaz - 25%
Haztek PJSC - 24%
National Joint Stock Company
Chornomornaftogas PJSC - 15.5%,
Lasfano Ukraine LLC - 15%
No information

PJSC Azovstal

Mr. Rinat Akhmetov and Mr. Vadim Novinskyy

Smela Energoinvest LLC


Ternopilmiskteplokomunenerho MC

No information
No information
Ltd. Mahraz - 76,9%
UITC LIMITED - 11,24%
No information

Krymhaz PJSC

Mariupolgaz PJSC
Heat networks meters. Volnogirsk MC
Eastern European teploenerhoheneruyucha
company
Stanislav thermal power Co., LLC
Teplocomunenergo Antratsitovsky MC

No information
No information
No information

Category

Before
2010

2010

2011

2012

2013

2014

Total

Heating companies

57

61

Oblgases
Heating companies

37
3

2
12

15
3

6
41

60
59

Industrial companies
Heating companies
Heating companies

1
-

8
1

9
-

18
-

57
20
55

57
57
56

Oblgases
Heating companies

1
-

11

15

8
25

46
-

55
53

Heating companies
Heating companies
Heating companies

17
3

16
1

20
5

11
5

17
24

25
14

53
53
51

Source: smida.gov.ua, IFRS financial statements for 2014 (where publicly available)

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
40

Appendix 1
Terms of Reference

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
41

Appendix 1 Terms of Reference

Terms of Reference (1 of 4)

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
42

Appendix 1 Terms of Reference

Terms of Reference (2 of 4)

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
43

Appendix 1 Terms of Reference

Terms of Reference (3 0f 4)

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
44

Appendix 1 Terms of Reference

Terms of Reference (4 0f 4)

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
45

Appendix 2
Scope and Process

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
46

Appendix 2 Scope and Process

Scope and process

Scope

Process

Scope of our work

This report covers analysis of external receivables due from the sale of gas and recorded on the books of Naftogaz,
Ukrgazvydobuvannia, Ukrtransgaz and Gaz of Ukraine (the Group). It does not cover any intra-group receivables
which originated from transactions between the companies of the Group.

Exclusions from scope

As instructed, we have not carried out any analysis of other receivables recorded on the books of the Group and
which did not relate to the sale of gas. In addition, the following receivables were excluded from our analysis:

Receivables of Ukrtransgaz due for the transportation services in relation to the gas sold by Naftogaz to the
regional gas distribution companies for further supply to households and budget organisations, as such
services and related receivables are subject to individual contracts between Ukrtransgaz and its customers and
are separate from Naftogazs contracts for the sale of gas;

Receivables of Gaz of Ukraine for the sale of condensed gas, as this type of gas is classified as oil product which
is subject to seprate regulations.

Review process

Our work was performed over the period starting from 12 June 2015. We visited the headquarters of the Group as
well as offices of Ukrgazvydobuvannia, Ukrtransgaz and Gaz of Ukraine. We had access to the Deputy Chairman
of the Board Mr. Sergiy Konovets and various other members of senior management.

Access to information

Our work has comprised a review and analysis of the financial and other information provided to us by the Group
and discussions with management. We have assumed that this information and managements explanations and
representations are complete, accurate and reliable.
We note that we were not provided with the information on the business groups and beneficial owners of the
Groups debtors, as such information was not available in the books and records of the Group.

Basis of our work

We have not carried out anything in the nature of an audit nor, except where otherwise stated, have we subjected
the financial or other information contained in this report to checking or verification procedures. Accordingly, we
assume no responsibility and make no representations with respect to the accuracy or completeness of the
information in this report, except where otherwise stated.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
47

Appendix 3
Additional Information

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
48

Appendix 3 Additional Information

The Groups receivables by customer category and year of origination

Debt owed to Gas of Ukraine by customer category and year of origination,


as of 31 December 2014
Year of origination
UAH in millions
Heating companies
Oblgases
Industrial companies
Other
as a % from total

before
2010
708
126
338
245
1,417
14%

2010

2011

1,480
1,991
1,926
5
5,402
54%

974
215
1,916
16
3,121
31%

2012

2013

75
1
76
1%

0%

2014
0%

Total
3,237
2,333
4,180
266
10,016
100%

%
32%
23%
42%
3%
100%

Debt owed to Naftogaz by customer category and year of origination, as of


31 December 2014
Year of origination
UAH in millions
Heating companies
Oblgases
Industrial companies
Other

before
2010
11
450
684
1,145
4%

2010
120
250
370
1%

2011
591
35
61
10
697
2%

2012

2013

2,837
40
381
1,659
4,917
17%

4,226
9,155
1,012
4,436
39
1,698
600
363
5,877 15,652
21%
55%

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

2014

Total
16,820
5,643
2,629
3,566
28,658
100%

%
59%
20%
9%
12%
100%

31 July 2015
49

Appendix 3 Additional Information

The introduction of special accounts was an important step in improving


payments from the Groups major customers (i.e., heating companies and
oblgases)
Industrial companies and other
entities

End customers

Special distribution accounts


opened by oblgases for each
group of customers*

Special distribution accounts


opened by Heating
companies for each group of
customers**

Special distribution accounts


opened by Naftogaz

Current accounts of
oblgases (gas supply and
distribution fee (including
ITL))

Current accounts of
oblgases (gas distribution
fee (including ITL))

Current accounts of
oblgases (gas distribution
fee (including ITL))

Current account of
Ukrtransgas (gas
transportation fee)

Current account of
Ukrtransgas (gas
transportation fee)

Current account of
Ukrtransgas (gas
transportation fee)

Current accounts of Heating


companies (premises
heating and water heating
fee)

Naftogaz special account

Naftogaz current account (gas)


Gas supply company level

Heating company level

Distribution of fees for ITL of gas (if there is an overdue


debt)
* Population, Public organizations, Industrial companies and other
entities, religious organizations, Heating companies and other
customers

Special accounts were introduced for all


categories of the Groups customers in
2008 (except for heating companies, for
which they were introduced only in
2014).

Payments from customers for gas (to


Naftogaz or oblgases) or heat (to heating
companies) are made to special account
where they are automatically distributed
between providers of gas, heat and
transportation services (i.e., Naftogaz,
heating companies, Ukrtransgas and
oblgases).

The major advantage of special accounts,


is that oblgases and heating companies
are not allowed to withdraw funds from
such accounts and payments to Naftogaz
do not depend on their discretion, but on
the level of payment made by end
customers.

Naftogaz level

** Population, Public organizations, other customers

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
50

Appendix 3 Additional Information

Debtors with the largest claims from the Group (1 of 2)

Debtors of Naftogaz with the total claims over UAH 500 mln

Principal
debt

UAH in millions
1 Ky iv energo, PJSC
2 Gas Ukraine Commerce, LLC
3 Kharkiv ski teplov i meregi, MC
4 Kry v orizka teplocentral, SC
5 Kharkiv ska TEC-5, PJSC
6 Mariupolteplomerega, MCC

Donetskteplocomunenergo
7 Oblasne, MC
8 Kry mteplokomunenergo, LC
9 Cherkasy gaz, OJSC
10 Poltav aoblenergo, PJSC
11 Donetskmiskteplomerega, MCC

Ly sy schnsky y sklozav od
12 Proletariy , PJSC
13 Interpipe NZD, OJSC
14 Kry mteploelectrocentral, LLC

Electricity and
heating
Other
Electricity and
heating
Electricity and
heating
Electricity and
heating
Electricity and
heating
Electricity and
heating
Electricity and
heating
Oblgases
Electricity and
heating
Electricity and
heating
Industrial
companies
Industrial
companies
Electricity and
heating

Tot al claims
Final
court
Fines and
decision
Penalt ies
t aken

Pending

Tot al
amount

Enforcement
procedure

Rest ruct
ured

Claims confirmed by court


ATO
zone
Suspended
and
Paid
enforcement Crimea

Tot al
amount

% 0f claims
confirmed*

2 491
1 896

496
7 17

1 367
2 494

1 620
119

2 987
2 61 3

332
-

7
-

96
-

1 60
-

2 081

595
2 081

44%
83%

7 80

335

97 1

1 44

1 115

11

77

627

7 15

7 4%

81 2

233

1 045

1 045

51 6

1 28

322

966

92%

7 39

269

1 008

1 008

64

1 95

557

81 6

81 %

7 67

227

544

450

994

17 0

1 68

45

383

7 0%

57 6

17 0

549

1 97

7 46

253

11

267

49%

595
650

114
12

37 8
41

331
621

7 09
662

235
36

9
-

244
40

65%
98%

329

293

90

532

622

68

68

7 6%

501

95

441

1 55

596

65

65

1 5%

481

92

57 3

57 3

29

486

51 5

90%

432

1 32

564

564

n/a

426
11 47 5

1 03
3 288

29
9 530

500
5 233

529
14 7 63

1 7 14

663

28
584

1 7 32

2 090

28
6 7 83

97 %
7 1%

* - as a percentage from total claims where final decision have been taken
Source: Information of the Legal Department of Naftogaz

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
51

Appendix 3 Additional Information

Debtors with the largest claims from the Group (2 of 2)

Debtors of Gas of Ukraine with the total claims over UAH 400 mln

Principal
debt

# UAH in millions
1
2
3
4

Ky iv energo, PJSC
Riv neazot, PJSC
Concern Stirol, PJSC
Sev erodonetsk union Azot, CJSC

5 Kharkiv ski teplov i merezhi, MC


6 Cherkasy Azot, OJSC
7 Interpipe Nizhnedneprov sky y

Rolling Plant, PJSC


8 Kry v orizka Teplocentral, SE
9

Donetskmiskteplomerezha, MCC

Electricity and
heating
Industrial
Industrial
Industrial
Electricity and
heating
Industrial
Industrial
Electricity and
heating
Electricity and
heating

Fines and
Penalt ies

Tot al claims
Final
court
decision
t aken

Claims confirmed by court

Tot al
amount

Pending

Enforcement
procedure

Rest ruct
ured

Writ t enOff

Tot al
amount

Paid

% 0f claims
confirmed*

2 244
1 41 7
1 009
81 7

351
326
660
483

2 595
47 5
-

1 268
1 669
1 300

2 595
1 7 43
1 669
1 300

19
-

1 027
446
-

1 027
465
-

40%
98%
n/a
n/a

954
539

1 97
240

1 1 51
631

1 48

1 1 51
779

658
631

43
-

291
-

992
631

86%
1 00%

57 1

67

57 1

67

638

57 1

57 1

1 00%

493

113

606

606

320

258

57 8

95%

399

80

47 6

47 9

95

79

17 2

1 49

495

1 04%

8 443

2 517

6 505

4 455

10 960

1 7 23

122

7 21

2 193

4 7 59

7 3%

* - as a percentage from total claims where final decision have been taken
Source: Information of the Legal Department of Gas of Ukraine

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
52

Appendix 3 Additional Information

Regional allocation of Naftogaz claims against debtors

T otal claim s

Principal
UAH in m illions
debt
Ky iv
16
Ky iv region
3 01 9
Lv iv region
396
Odessa region
51 0
Riv ne region
492
Zaporizzhy a region
41 9
Vinny tsy a region
244
Voly n' region
117
Zhy tomy r region
208
Zakarpatty a region
Iv ano-Frankiv sk region
1 09
Kirov ograd region
250
My kolaiv region
1 06
Poltav a region
47 6
Sumy region
83
Ternopil region
76
Kharkiv region
1 990
Kherson region
251
Khmelny tsk region
228
Cherkasy region
883
Cherniv tzi region
1 42
Chernigiv region
381
Donetzk region
2 852
Lugansk region
1 060
Dnipropetrov sk region
2 91 7
Crimea
3 666
20 891

Fines and
penalties
20
7 98
1 69
21 5
1 88
1 61
75
38
78
10
68
67
50
357
45
21
7 56
59
80
64
38
90
7 29
21 2
7 85
1 1 20
6 293

Final
court
decision
taken
34
1 950
456
489
67 5
118
17 8
1 51
27 9
10
1 67
255
113
250
76
90
2 502
27 1
1 92
323
17 9
354
2 284
1 21 6
2 7 13
3 628
18 953

Claim s confirm ed by court

Pending
2
1 867
1 09
236
5
462
1 41
4
7
10
62
43
583
52
7
244
39
116
624
1
117
1 297
56
989
1 1 58
8 231

T otal
am ount
36
3 81 7
565
7 25
680
580
31 9
1 55
286
10
17 7
31 7
1 56
833
1 28
97
2 7 46
31 0
308
947
1 80
47 1
3 581
1 27 2
3 7 02
4 7 86
27 184

Enforcem ent
procedure
5
621
289
1 91
525
61
89
3
1 96
38
68
8
1 00
12
19
1 49
1 28
92
17 0
27
6
630
37 1
97 6
380
5 154

Written- Restructu
Off
red
2
30
31
3
1
4
17
3
6
74
2
18
17 0
39
485
1
55
831

Paid
1
1 59
54
34
36
4
17
380
5
3
63
21
22
9
1
360
90
54
69
38
115
598
10
1 1 49
285
3 57 7

Suspended
enforcem ent
21 0
36
39
7
5
10
24
1
69
59
38
1
1 1 83
29
67
95
58
560
2 491

Bankruptcy
proceedings
56
6
62

AT O zone
and
Crim ea
4
1
2 1 52
2 157

T otal
am ount
6
1 022
41 0
264
568
73
1 07
393
229
1
1 27
1 90
29
1 60
24
21
1 772
247
1 48
239
65
262
1 503
964
2 686
2 81 7
14 327

% 0f claim s
confirm ed*
1 8%
52%
90%
54%
84%
62%
60%
260%
82%
1 0%
7 6%
7 5%
26%
64%
32%
23%
7 1%
91 %
77%
7 4%
36%
7 4%
66%
7 9%
99%
7 8%
7 6%

* - as a percentage from total claims where final decision have been taken
Source: Information of the Legal Department of Naftogaz

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
53

Appendix 3 Additional Information

Regional allocation of Gas of Ukraine claims against debtors

T otal claim s
Final
court
Principal Fines and decision
UAH in m illions
debt
Penalties
taken
Pending
Ky iv
2 496
407
2 901
2
Ky iv region
17 9
50
229
Lv iv region
395
81
47 4
2
Odessa region
825
95
920
Riv ne region
1 594
364
690
1 268
Zaporizzhy a region
1 27 9
61 3
421
1 47 1
Vinny tsy a region
247
54
301
Voly n' region
1 67
30
1 97
Zhy tomy r region
231
62
288
5
Zakarpatty a region
204
29
233
Iv ano-Frankiv sk region
27 1
51
322
Kirov ograd region
99
30
1 29
My kolaiv region
1 37
23
1 60
Poltav a region
205
47
233
19
Sumy region
1 38
34
1 68
4
Ternopil region
1 53
31
1 84
Kharkiv region
2 1 83
778
2 245
7 16
Kherson region
83
19
1 02
Khmelny tsk region
223
55
27 7
1
Cherkasy region
689
285
826
1 48
Cherniv tzi region
24
5
29
Chernigiv region
207
41
248
Donetzk region
1 81 7
421
2 01 4
224
Lugansk region
1 384
27 7
1 033
628
Dnipropetrov sk region
2 07 3
444
2 439
78
Crimea
57 8
1 08
67 1
15
17 881
4 434
17 7 34
4 581

Claim s confirm ed by the court

T otal
am ount
2 903
229
47 6
920
1 958
1 892
301
1 97
293
233
322
1 29
1 60
252
17 2
1 84
2 961
1 02
27 8
97 4
29
248
2 238
1 661
2 51 7
686
22 315

Enforcem ent Written- Restruct


procedure
Off
ured
72
39
49
1 04
33
16
40
27 0
116
1
112
1 00
54
77
53
71
1 91
76
3
1 08
3
39
90
1 07
115
2
1 60
32
25
17 3
95
33
35
1
1 07
10
27
112
1
1
81
15
1
54
61
7 05
7 83
89
21
14
64
66
649
57
1
8
8
45
1 38
36
51 2
31 0
41 8
27 7
326
221
400
7 55
1 20
237
64
61
3 490
4 212
1 648

Paid
1 083
50
8
1 51
480
47
1 48
24
20
2
42
49
19
37
222
8
64
82
9
10
340
19
966
23
3 903

Suspended Bankruptcy
enforcem ent proceedings
36
7
25
1
14
17
27
15
14
128

T otal % 0f claim s
am ount confirm ed*
1 243
43%
203
89%
434
92%
400
43%
664
96%
385
91 %
269
89%
17 8
90%
245
85%
223
96%
295
92%
110
85%
118
7 4%
1 89
81 %
116
69%
1 53
83%
1 7 99
80%
43
42%
1 94
7 0%
7 88
95%
26
90%
229
92%
1 607
80%
858
83%
2 241
92%
385
57 %
13 395
7 6%

* - as a percentage from total claims where final decision have been taken
Source: Information of the Legal Department of Gas of Ukraine

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
54

Appendix 3 Additional Information

Recently adopted legislation regulating general principles of the natural


gas market in Ukraine
Law No. 1645-VII On Reform of the Unified Gas
Transportation System adopted by the Parliament on 14
August 2014

This Law envisages, inter alia, creation of the Operator of the united
gas transportation system (UGTS), a company founded by the state
or by a company owned by the state/the company with at least 51%
of the corporate rights owned by the state. Such Operator should be
determined by the executive body responsible for the oil and gas
sector. Co-founder of the UGTS Operator can be a legal entity,
which is owned or controlled by the resident of the European
Union, the USA, or from the countries included to the European
Energy Union under certain conditions set by the mentioned Law.

Law No. 329-VIII On the Natural Gas Market adopted by the


Parliament on 9 April 2015

This Law was developed in order to fulfil the Law of Ukraine On


Ratification Of The Protocol Regarding Accession Of Ukraine To
Incorporation Of Energy Union No.2787-VI dated 15 December
2010 and implementation of the EU Association Agreement. It
establishes economically substantiated approaches to the
organisation of the natural gas market. Key pillars are as follows:
1) Separation of the Operators functions from functions of gas
producers and suppliers;
2) Clear division of functions of the state and the National
Commission;
3) Free pricing for wholesale and retail natural gas market, except
for cases when the Cabinet of Ministers uses its right to impose
special obligations on the market participant;
4) Free choice of natural gas supplier, etc.

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
55

Appendix 4
Glossary

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
56

Appendix 4 Glossary

Glossary of terms and abbreviations

Term

Definition

ATO zone

Parts of Donetsk and Lugansk regions which are not controlled by the Ukrainian Government

CJSC

Closed Joint-Stock Company

cm

Cubic meter

Company or Naftogaz

National Joint-Stock Company Naftogaz of Ukraine

EU

European Union

Gas of Ukraine

Subsidiary Company Gaz of Ukraine

Group, the

Naftogaz and its subsidiary undertakings Ukrgazvydobuvannia, Ukrtransgaz and Gas of Ukraine

IMF

International Monetary Fund

LC

Lease Company

LLC

Limited Liability Company

LLP

Limited Liability Partnership

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
57

Appendix 4 Glossary

Glossary of terms and abbreviations (contd)

Term

Definition

m, mln

Million

MC

Municipal Company

MCC

Municipal Commercial Company

MLC

Municipal Lease Company

National Commission

National Commission for State Energy and Public Utilities Regulation of Ukraine

Oblgases

Regional gas distributors

OJSC

Open Joint-Stock Company

PJSC

Public Joint-Stock Company

SE

State-Owned Enterprise

Quarter

ToR

Terms of Reference

UAH

Ukrainian hryvnya

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
58

Appendix 4 Glossary

Glossary of terms and abbreviations (contd)

Term

Definition

UGTS Operator

Operator of the united gas transportation system

UK

United Kingdom

Ukrgazvydobuvannia

Public Joint-Stock Company Ukrgazvydobuvannia

Ukrtransgaz

Public Joint-Stock Company Ukrtransgaz

VAT

Value Added Tax

Gas distribution

Transportation of gas through distribution pipelines

ITL

Industrial technical losses

Diagnostic analysis of receivables National Joint-Stock Company


Naftogaz of Ukraine

31 July 2015
59

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