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Telkom Annual Report 2009 137
The directors are responsible for the preparation of the annual financial
statements of the Company and the Group. The directors are also
responsible for maintaining a sound system of internal controls to
safeguard shareholders’ investments and the Group’s assets.
In presenting the accompanying financial statements, International
Financial Reporting Standards as issued by the International
Accounting Standards Board have been followed and applicable
accounting policies have been used incorporating prudent judgements
and estimates.
The external auditors are responsible for independently auditing and
reporting on the annual financial statements.
In order for the directors to discharge their responsibilities,
management continues to develop and maintain a system of internal
controls aimed at reducing the risk of error or loss in a cost-effective
manner. The internal controls include a risk-based system of internal
auditing and administrative controls designed to provide reasonable
but not absolute assurance that assets are safeguarded and that
transactions are executed and recorded in accordance with generally
accepted business practices and the Group’s policies and procedures.
The directors, primarily through the audit and risk committee, which
consists of non-executive directors, meet periodically with the external
and internal auditors, as well as executive management to evaluate
matters concerning accounting policies, internal controls, auditing and
financial reporting.
The directors are of the opinion, based on the information and
explanations given by management and internal audit, that the internal
accounting controls are adequate, so that the financial records may be
relied on for preparing the financial statements and maintaining
accountability for assets and liabilities. The directors are satisfied that
the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future. Accordingly, Telkom
SA Limited continues to adopt the going concern basis in preparing the
annual financial statements.
Against this background, the directors of the Company accept
responsibility for the annual financial statements, which were approved
by the Board of directors on 10 July 2009 and are signed on their
behalf by:
Shirley Lue Arnold
Chairman
Reuben September
Chief Executive Officer
Peter Nelson
Chief Financial Officer
Pretoria
Directors’ responsibility statement
I hereby certify that in accordance with section 268G(d) of the Companies Act, 1973, as amended, the Company has lodged with the Registrar
of Companies all such returns as are required of a public company in terms of this Act and that all such returns are, to the best of my knowledge
and belief, true, correct and up to date.
Mmathoto Lephadi
Group Company Secretary
Pretoria
10 July 2009
Certificate from Group Company Secretary
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Telkom Annual Report 2009138
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Telkom Annual Report 2009 139
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Telkom Annual Report 2009140
To the members of Telkom SA Limited
The directors have pleasure in submitting the annual financial
statements of the Company and the Group for the year ended
March 31, 2009.
NATURE OF BUSINESSTelkom is a leading integrated communications service provider in
South Africa and on the African continent.
FINANCIAL RESULTSEarnings attributable to equity holders of Telkom for the year ended
March 31, 2009 were R4,170 million (2008: R7,975 million)
representing basic earnings per share from continuing operations of
407.4 cents (2008: 963.7 cents). Full details of the financial position
and results of the Group are set out in the accompanying Company
and Group financial statements.
DIVIDENDSThe following dividend was declared in respect of the year ended
March 31, 2009:
• Ordinary dividend number 14 of 115 cents per share (2008:
660 cents);
• Special dividend of 260 cents per share (2008: nil cents).
The level of dividend payments will be based upon a number of
factors, including the consideration of financial results, capital and
operating expenditure requirements, the Group’s debt level, interest
coverage, internal cash flows, prospects and available growth
opportunities.
SUBSIDIARIESParticulars of the significant subsidiaries of the Group are set out in
notes 42 and 43 of the accompanying Group financial statements.
The attributable interest of the Group in the after taxation earnings from
continuing operations of its subsidiaries for the year ended March 31,
2009 were:
2008 2009
Rm Rm
Aggregate amount of loss after taxation (102) (2,142)
SHARE CAPITALDetails of the authorised, issued and unissued share capital of the
Company as at March 31, 2009 are contained in note 22 and
note 20 of the accompanying Group and Company financial
statements respectively.
SHARE REPURCHASEShareholders approved a special resolution granting a general
authority for the repurchase of shares by the Company at its annual
general meeting of September 15, 2008. The Company repurchased
286 ordinary shares at a value of R30,425 (including costs) during the
year under review. These shares have been cancelled as issued share
capital and restored as authorised but unissued share capital.
BORROWING POWERSIn terms of the Company’s articles of association, Telkom has unlimited
borrowing powers subject to the restrictive financial covenants of the
TL20 bond and Syndicated loans.
CAPITAL EXPENDITURE AND COMMITMENTSDetails of the Company’s capital expenditure on property, plant and
equipment as well as intangibles are set out in notes 9 and 10 of the
accompanying financial statements, while details of the Company’s
capital commitments are set out in note 34.
Details of the Group’s capital expenditure on property, plant and
equipment as well as intangibles are set out in notes 11 and 12 of the
accompanying financial statements, while details of the Group’s
capital commitments are set out in note 38.
EVENTS SUBSEQUENT TO BALANCE SHEET DATEEvents subsequent to the balance sheet date are set out in note 45 of
the accompanying Group financial statements and note 39 of the
Company financial statements.
DIRECTORATEThe following changes occurred in the composition of the Board from
April 1, 2008 to date of this report.
Appointments
B Molefe July 3, 2008
PG Joubert August 12, 2008
DD Barber September 1, 2008
PG Nelson December 8, 2008
Resignations
MJ Lamberti June 3, 2008
AG Rhoda July 3, 2008
Directors’ report
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Telkom Annual Report 2009 141
The Board of Directors at date of this report are as follows:
ST Arnold (Chairman)
RJ September (Chief Executive Officer)
PG Nelson (Chief Financial Officer)
DD Barber
B du Plessis
RJ Huntley
PG Joubert
VB Lawrence
PCS Luthuli
KST Matthews
B Molefe
E Spio-Garbrah
Details of each director may be found on pages 28 and 29 in the
Management review section.
DIRECTORS’ INTERESTSAt the date of this report, none of Telkom’s directors other than
Mr RJ September, Mr PG Nelson, Mr PG Joubert and Mr DD Barber,
held any direct and indirect, beneficial and non-beneficial interests in
the share capital of the Company. Mr RJ September directly held
90,815 and indirectly held 1,820 ordinary shares, Mr. PG Nelson
directly held 19,182 ordinary shares, Mr PG Joubert indirectly held
15,000 ordinary shares and Mr DD Barber indirectly held
1,200 ordinary shares in the capital of Telkom.
Details of the Company Secretary’s business address and the
Company’s registered office are set out on the inside back cover.
Directors’ report (continued)
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Telkom Annual Report 2009142
Restated* Restated* Audited
2007 2008 2009
Notes Rm Rm Rm
Total revenue 3.1 32,919 34,084 36,433
Operating revenue 3.2 32,441 33,611 35,940
Other income 4 338 472 343
Operating expenses 23,028 25,014 29,895
Employee expenses 5.1 7,254 7,629 8,345
Payments to other operators 5.2 5,005 6,098 6,919
Selling, general and administrative expenses 5.3 4,184 4,045 5,772
Service fees 5.4 2,209 2,437 2,756
Operating leases 5.5 775 671 823
Depreciation, amortisation, impairment and write-offs 5.6 3,601 4,134 5,280
Operating profit 9,751 9,069 6,388
Investment income 6 199 168 181
Finance charges and fair value movements 7 857 1,556 2,843
Interest 1,142 1,543 1,732
Foreign exchange and fair value movement (gain)/loss (285) 13 1,111
Profit before taxation 9,093 7,681 3,726
Taxation 8 2,803 2,647 1,660
Profit from continuing operations 6,290 5,034 2,066
Profit for the year from discontinued operations 9 2,559 3,138 2,181
Profit for the year 8,849 8,172 4,247
Attributable to:
Equity holders of Telkom 8,646 7,975 4,170
Minority interest 203 197 77
8,849 8,172 4,247
Total operations
Basic earnings per share (cents) 10 1,681.0 1,565.0 832.8
Diluted earnings per share (cents) 10 1,676.3 1,546.9 819.6
Dividend per share (cents) 10 900.0 1,100.0 660.0
Continuing operations
Basic earnings per share (cents) 10 1,204.7 963.7 407.4
Diluted earnings per share (cents) 10 1,201.3 952.6 401.0
* The amounts have been restated for the effect of the discontinued operation and disposal groups held for sale as disclosed in note 9.
Consolidated income statementfor the three years ended March 31, 2009
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Telkom Annual Report 2009 143
2007 2008 2009Notes Rm Rm Rm
ASSETSNon-current assets 48,770 57,763 51,010
Property, plant and equipment 11 41,254 46,815 41,418 Intangible assets 12 5,111 8,468 7,232 Investments 14 1,384 1,448 1,383 Deferred expenses 15 270 221 55 Finance lease receivables 16 158 206 166 Deferred taxation 17 593 605 756
Current assets 10,376 12,609 11,287
Short-term investments 14 77 51 –Inventories 18 1,093 1,287 1,974 Income taxation receivable 34 520 9 91 Current portion of deferred expenses 15 287 362 –Current portion of finance lease receivables 16 88 166 109 Trade and other receivables 19 7,303 8,986 5,980 Other financial assets 20 259 614 1,202 Cash and cash equivalents 21 749 1,134 1,931
Assets of disposal groups classified as held for sale 9 – – 23,482
Total assets 59,146 70,372 85,779
EQUITY AND LIABILITIESEquity attributable to equity holders of Telkom 31,724 32,815 36,253
Share capital 22 5,329 5,208 5,208 Treasury share reserve 23 (1,774) (1,638) (1,517)Share-based compensation reserve 24 257 643 1,076 Non-distributable reserves 25 1,413 1,292 1,758 Retained earnings 26 26,499 27,310 28,852 Reserves of disposal groups classified as held for sale 9 – – 876
Minority interest 27 284 522 853
Total equity 32,008 33,337 37,106
Non-current liabilities 8,554 15,104 15,348
Interest-bearing debt 28 4,338 9,403 10,653 Other financial liabilities 20 36 919 –Provisions 29 1,443 1,675 1,875 Deferred revenue 15 1,021 1,128 997 Deferred taxation 17 1,716 1,979 1,823
Current liabilities 18,584 21,931 17,452
Trade and other payables 31 7,237 8,771 5,538 Shareholders for dividend 35 15 20 23 Current portion of interest-bearing debt 28 6,026 6,330 7,622 Current portion of provisions 29 2,095 2,181 2,150 Current portion of deferred revenue 15 1,983 2,593 1,714 Income taxation payable 34 594 323 50 Other financial liabilities 20 193 371 228 Credit facilities utilised 21 441 1,342 127
Liabilities of disposal groups classified as held for sale 9 – – 15,873
Total liabilities 27,138 37,035 48,673
Total equity and liabilities 59,146 70,372 85,779
Consolidated balance sheetat March 31, 2009
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Telkom Annual Report 2009144
Attributable to equity holders of Telkom
Share-based Discon-
Treasury compen- Non-distri- tinuedShare Share share sation butable Retained opera- Minority Total
capital premium reserve reserve reserves earnings tions Total interest equityRm Rm Rm Rm Rm Rm Rm Rm Rm Rm
Balance at April 1, 2006 5,449 1,342 (1,809) 151 1,128 22,904 – 29,165 301 29,466 Total income and expense for the year 46 8,646 – 8,692 217 8,909 Profit for the year – 8,646 – 8,646 203 8,849 Foreign currency translation reserve (net of taxation of R4 million) (refer to note 25) 46 – – 46 14 60 Dividend declared (refer to note 35) – (4,678) – (4,678) (166) (4,844) Transfer to non-distributable reserves (refer to note 25) 239 (239) – – – –Shares vested and re-issued (refer to note 24) 35 (35) – – – – – –Increase in share-based compensation reserve (refer to note 24) – 141 – – – 141 – 141 Acquisition of subsidiaries and minorities (refer to note 36) – – – – – – (68) (68) Shares bought back and cancelled (refer to note 22) (120) (1,342) – – – (134) – (1,596) (1,596)
Balance at March 31, 2007 5,329 – (1,774) 257 1,413 26,499 – 31,724 284 32,008 Total income and expense for the year 529 7,975 – 8,504 226 8,730 Profit for the year – 7,975 – 7,975 197 8,172 Revaluation of available-for-sale investment (net of taxation of R1 million) 8 – – 8 – 8 Foreign currency translation reserve (net of taxation of R6 million) (refer to note 25) 521 – – 521 29 550 Dividend declared (refer to note 35) – (5,627) – (5,627) (65) (5,692) Transfer to non-distributable reserves (refer to note 25) 11 (11) – – – –Increase in share-based compensation reserve (refer to note 24) 522 – – – 522 – 522 Shares vested and re-issued (refer to note 24) 136 (136) – – – – – –Acquisition of subsidiaries and minorities (refer to note 36) – – – – – – 77 77 Shares bought back and cancelled (refer to note 22) (121) – – – (1,526) – (1,647) – (1,647) Minority put option – – – – (661) – – (661) – (661)
Balance at March 31, 2008 5,208 – (1,638) 643 1,292 27,310 – 32,815 522 33,337 Discontinued operations (4) – 4 – – –Total income and expense for the year (181) 4,171 181 4,171 93 4,264 Profit for the year – 4,171 – 4,171 77 4,248 Revaluation of available-for-sale investment (net of taxation of R1 million) – – (8) (8) – (8) Foreign currency translation reserve (net of taxation of R6 million) (refer to note 25) (181) – 189 8 16 24 Dividend declared (refer to note 35) – (3,306) – (3,306) (33) (3,339) Transfer to non-distributable reserves (refer to note 25) (10) 10 – – – –Increase in share-based compensation reserve (refer to note 24) 554 – – – 554 – 554 Shares vested and re-issued (refer to note 24) 121 (121) – – – – – –Acquisition of subsidiaries and minorities – – – 667 – 667 – 667 Shares bought back and cancelled (refer to note 22) – – – – – – – –Minority put option – – 661 – – 661 – 661 Broad-based black economic empowerment transaction in Vodacom – – – – 691 691 271 962
Balance at March 31, 2009 5,208 – (1,517) 1,076 1,758 28,852 876 36,253 853 37,106
Consolidated statement of changes in equityfor the three years ended March 31, 2009
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Telkom Annual Report 2009 145
2007 2008 2009Notes Rm Rm Rm
Cash flows from operating activities 9,356 10,603 11,432
Cash receipts from customers 50,979 55,627 61,302
Cash paid to suppliers and employees (30,459) (34,371) (40,908)
Cash generated from operations 32 20,520 21,256 20,394
Interest received 422 433 485
Dividends received 6 3 – –
Finance charges paid 33 (1,115) (1,077) (2,164)
Taxation paid 34 (5,690) (4,277) (3,947)
Cash generated from operations before dividend paid 14,140 16,335 14,768
Dividend paid 35 (4,784) (5,732) (3,336)
Cash flows from investing activities (10,412) (14,106) (17,005)
Proceeds on disposal of property, plant and equipment and
intangible assets 54 169 43
Proceeds on disposal of investments 77 8 –
Additions to property, plant and equipment and intangible assets (10,037) (11,657) (13,191)
Acquisition of subsidiaries and minority interest (445) (2,462) (3,778)
Additions to other investments (61) (164) (79)
Cash flows from financing activities (2,920) 2,943 7,093
Loans raised 5,624 23,877 18,168
Loans repaid (6,922) (19,315) (10,212)
Shares bought back and cancelled (1,596) (1,647) –
Finance lease obligation repaid (37) (61) (136)
Decrease/(increase) in net financial assets 11 89 (727)
Net (decrease)/increase in cash and cash equivalents (3,976) (560) 1,520
Net cash and cash equivalents at beginning of the year 4,255 308 (208)
Effect of foreign exchange rate differences 29 44 (30)
Net cash and cash equivalents at end of the year 21 308 (208) 1,282
Consolidated cash flow statementfor the three years ended March 31, 2009
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Telkom Annual Report 2009146
1. CORPORATE INFORMATIONTelkom SA Limited (Telkom) is a company incorporated and
domiciled in the Republic of South Africa (South Africa)
whose shares are publicly traded. The main objective of Telkom,
its subsidiaries and joint ventures (the Group) is to supply
telecommunication, broadcasting, multimedia, technology,
information and other related information technology services to
the general public, as well as mobile communication services
through the Vodacom Group (Proprietary) Limited (Vodacom) in
South Africa and certain other African countries. The principal
activities of the Group include:
• fixed-line subscription and connection services to post-paid,
prepaid and private payphone customers using PSTN
(‘Public Switched Telephone Network’) lines, including ISDN
(‘Integrated Services Digital Network’) lines, and the sale of
subscription based value-added voice services and customer
premises equipment rental and sales;
• fixed-line traffic services to post-paid, prepaid and payphone
customers, including local, long distance, fixed-to-mobile,
international outgoing and international voice-over-internet
protocol traffic services;
• interconnection services, including terminating and transiting
traffic from South African mobile operators, as well as from
international operators and transiting traffic from mobile to
international destinations;
• fixed-line data and internet services, including domestic and
international data transmission services, such as point-to-point
leased lines, ADSL (Asymmetrical Digital Subscriber Line)
services, packet-based services, managed data networking
services and internet access and related information
technology services;
• e-commerce, including internet access service provider,
application provider, hosting, data storage, e-mail and
security services;
• W-CDMA (Wideband Code Division Multiple Access), a
3G next generation network, including fixed voice services,
data services and nomadic voice services; and
• other services including directory services, through Trudon
(Proprietary) Limited (formerly trading as TDS Directory
Operations (Proprietary) Limited), wireless data services,
through Swiftnet (Proprietary) Limited, television media
services, through Telkom Media Group, internet services
outside South Africa, through Africa Online Limited and
information, communication and telecommunication
operating services in Nigeria, through Multi-Links
Telecommunications Limited.
Mobile communications services, wireless data services and
television media services through Vodacom, Swiftnet and Telkom
Media Group respectively have been classified as disposal
groups held for sale and discontinued operations.
2. SIGNIFICANT ACCOUNTING POLICIESBasis of preparation
The consolidated annual financial statements comply with
the International Financial Reporting Standards (IFRS) of the
International Accounting Standards Board (IASB) and the
Companies Act of South Africa, 1973.
The financial statements are prepared on the historical cost
basis, with the exception of certain financial instruments which
are measured at fair value and share-based payments which are
measured at grant date fair value.
Details of the Group’s significant accounting policies are set out
below, and are consistent with those applied in the previous
financial year except for the following:
The Group has adopted certain amendments to IAS39 and
IFRS7, and adopted IFRIC12 and IFRIC14 which are
applicable for annual periods on or after January 1, 2008.
The principal effects of these changes are discussed below.
Adoption of amendments to standards and new
interpretation
IAS39 Financial Instruments: Recognition and Measurement
and IFRS7 Financial Instruments: Disclosures –
Reclassification of Financial Assets (amended)
The amendments, which are effective on or after July 1, 2008,
permit an entity to reclassify non-derivative financial assets (other
than those designated at fair value through profit or loss by the
entity upon initial recognition) out of the fair value through profit
or loss category in particular circumstances. The amendments
also permit an entity to transfer from the available-for-sale
category to the loans and receivables category a financial asset
that would have met the definition of loans and receivables
(if the financial asset had not been designated as available-for-
sale), if the entity has the intention and ability to hold that
financial asset for the foreseeable future. The amendments do
not have an impact on the consolidated annual financial
statements.
IFRIC12 Service Concession Arrangements
The interpretation, which is effective for annual periods
beginning on or after January 1, 2008, sets out general
principles on recognising and measuring the obligations and
related rights in service concession arrangements from an
operator’s perspective. The interpretation does not have an
impact on the consolidated annual financial statements.
Notes to the consolidated annual financial statementsfor the three years ended March 31, 2009
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Telkom Annual Report 2009 147
2. SIGNIFICANT ACCOUNTING POLICIES (continued)Adoption of amendments to standards and new
interpretation (continued)
IFRIC14 The Limit on a Defined Benefit Asset, MinimumFunding Requirements and their InteractionThe interpretation, which is effective for annual periods
beginning on or after January 1, 2008, provides guidance on
assessing the limit in IAS19 on the amount of the surplus that can
be recognised as an asset. It also explains how the pension
asset or liability may be affected by a statutory or contractual
minimum funding requirement. The interpretation does not have
any impact on the consolidated annual financial statements, as
the Group is not subject to minimum funding requirements.
Significant accounting judgements, estimates and
assumptions
The preparation of financial statements requires the use of
estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting periods.
Although these estimates and assumptions are based on
management’s best knowledge of current events and actions that
the Group may undertake in the future, actual results may
ultimately differ from those estimates and assumptions.
The presentation of the results of operations, financial position
and cash flows in the financial statements of the Group is
dependent upon and sensitive to the accounting policies,
assumptions and estimates that are used as a basis for the
preparation of these financial statements. Management has
made certain judgements in the process of applying the Group’s
accounting policies. These, together with the key estimates and
assumptions concerning the future, and other key sources of
estimation uncertainty at the balance sheet date, are as follows:
Revenue recognitionTo reflect the substance of each transaction, revenue recognition
criteria are applied to each separately identifiable component
of a transaction as disclosed in note 3. In order to account for
multiple-element revenue arrangements in developing its
accounting policies, the Group considered the guidance
contained in the United States Financial Accounting Standards
Board (’FASB’) Emerging Issues Task Force No 00-21 Revenue
Arrangements with Multiple Deliverables. Judgement is required
to separate those revenue arrangements that contain the delivery
of bundled products or services into individual units of
accounting, each with its own earnings process, when the
delivered item has stand-alone value and the undelivered item
has fair value. Further judgement is required to determine the
relative fair values of each separate unit of accounting to be
allocated to the total arrangement consideration. Changes in
the relative fair values could affect the allocation of arrangement
consideration between the various revenue streams.
Judgement is also required to determine the expected customer
relationship period. Any changes in these assessments may
have a significant impact on revenue and deferred revenue.
Property, plant and equipment and intangible assets
The useful lives of assets are based on management’s
estimation. Management considers the impact of changes in
technology, customer service requirements, availability of
capital funding and required return on assets and equity to
determine the optimum useful life expectation for each of the
individual categories of property, plant and equipment and
intangible assets. Due to the rapid technological advancement
in the telecommunications industry as well as Telkom’s plan to
migrate to a next generation network over the next few years,
the estimation of useful lives could differ significantly on an
annual basis due to unexpected changes in the roll-out strategy.
The impact of the change in the expected useful life of property,
plant and equipment is described more fully in note 5.6.
The estimation of residual values of assets is also based on
management’s judgement whether the assets will be sold
or used to the end of their useful lives and what their condition
will be like at that time.
For intangible assets that incorporate both a tangible and an
intangible portion, management uses judgement to assess which
element is more significant to determine whether it should be
treated as property, plant and equipment or intangible assets.
Asset retirement obligations
Management judgement is exercised when determining whether
an asset retirement obligation exists, and in determining the
present value of expected future cash flows and discount rate
when the obligation to dismantle or restore the site arises, as
well as the estimated useful life of the related asset.
Impairments of property, plant and equipment and
intangible assets
Management is required to make judgements concerning
the cause, timing and amount of impairment as indicated on
notes 11 and 12. In the identification of impairment indicators,
management considers the impact of changes in current
competitive conditions, cost of capital, availability of funding,
technological obsolescence, discontinuance of services and
other circumstances that could indicate that an impairment
exists. The Group applies the impairment assessment to its
separate cash-generating units. This requires management to
make significant judgements concerning the existence of
impairment indicators, identification of separate cash-generating
units, remaining useful lives of assets and estimates of projected
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009148
2. SIGNIFICANT ACCOUNTING POLICIES (continued)Significant accounting judgements, estimates and
assumptions (continued)Impairments of property, plant and equipment andintangible assets (continued)cash flows and fair value less costs to sell. Managementjudgement is also required when assessing whether a previouslyrecognised impairment loss should be reversed.
Where impairment indicators exist, the determination ofthe recoverable amount of a cash-generating unit requiresmanagement to make assumptions to determine the fair valueless costs to sell and value in use. Key assumptions on whichmanagement has based its determination of fair value less coststo sell include the existence of binding sale agreements, and forthe determination of value in use include the weighted averagecost of capital, projected revenues, gross margins, averagerevenue per customer, capital expenditure, expected customerbases and market share. The judgements, assumptions andmethodologies used can have a material impact on the fairvalue and ultimately the amount of any impairment.
Impairment of other financial assetsAt each balance sheet date management assesses whetherthere are indicators of impairment of financial assets, includingequity investments. If such evidence exists, the estimated presentvalue of the future cash flows of that asset is determined.Management judgement is required when determining theexpected future cash flows. To determine whether any decline infair value in available-for-sale investments is significant orprolonged, reliance is placed on an assessment bymanagement. In measuring impairments, quoted market pricesare used, if available, or projected business plan informationfrom the investee is used for those financial assets not carried atfair value.
Impairment of receivablesAn impairment is recognised on trade receivables that areassessed to be impaired (refer to notes 13 and 19). Theimpairment is based on an assessment of the extent to whichcustomers have defaulted on payments already due and anassessment on their ability to make payments based on theircredit worthiness and historical write-offs experience. Should theassumptions regarding the financial condition of the customerchange, actual write-offs could differ significantly from theimpaired amount.
Leases The determination of whether an arrangement is, or contains alease is based on whether, at the date of inception, the fulfilmentof the arrangement is dependent on the use of a specific assetor assets or the arrangement conveys a right to use the asset asset out in notes 16 and 38.
Leases in which a significant portion of the risks and rewards of
ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to the income
statement on a straight-line basis over the period of the lease.
A lease is classified as a finance lease if it transfers substantially
all the risks and rewards incidental to ownership.
Deferred taxation asset
Management judgement is exercised when determining the
probability of future taxable profits which will determine whether
deferred taxation assets should be recognised or derecognised.
The realisation of deferred taxation assets will depend on
whether it is possible to generate sufficient taxable income,
taking into account any legal restrictions on the length and
nature of the taxation asset. When deciding whether to
recognise unutilised taxation credits, management needs to
determine the extent that the future obligation is likely to be
available for set-off. In the event that the assessment of the future
obligation and future utilisation changes, the change in the
recognised deferred taxation asset must be recognised in profit
or loss.
Taxation
The taxation rules and regulations in South Africa as well as the
other African countries within which the Group operates are
highly complex and subject to interpretation. Additionally, for
the foreseeable future, management expects South African
taxation laws to further develop through changes in South
Africa’s existing taxation structure as well as clarification of the
existing taxation laws through published interpretations and the
resolution of actual taxation cases. Refer to notes 8 and 17.
Management has made a judgement that all outstanding
taxation credits relating to secondary taxation on companies
(STC) will be available for utilisation before the taxation regime
from STC to withholding taxation change is effective.
The growth of the Group, following its geographical expansion
into other African countries over the past few years, has made
the estimation and judgement required in recognising and
measuring deferred taxation balances more challenging. The
resolution of taxation issues is not always within the control of
the Group and it is often dependent on the efficiency of the
legal processes in the relevant taxation jurisdictions in which
the Group operates. Issues can, and often do, take many years
to resolve. Payments in respect of taxation liabilities for an
accounting period result from payments on account and on the
final resolution of open items. As a result there can be substantial
differences between the taxation charge in the consolidated
income statement and the current taxation payments.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Significant accounting judgements, estimates and
assumptions (continued)
Taxation (continued)Group entities are regularly subject to evaluation, by the relevanttaxation authorities, of their historical taxation filings and inconnection with such reviews, disputes can arise with the taxationauthorities over the interpretation or application of certain taxationrules to the business of the relevant Group entities. These disputesmay not necessarily be resolved in a manner that is favourable forthe Group. Additionally the resolution of the disputes could result inan obligation for the Group that exceeds management’s estimate.The Group has historically filed, and continues to file, all requiredincome taxation returns. Management believes that the principlesapplied in determining the Group’s taxation obligations areconsistent with the principles and interpretations of the relevantcountries’ taxation laws.
Deferred taxation rateManagement makes judgements on the taxation rate applicablebased on the Group’s expectations at balance sheet date onhow the asset is expected to be recovered or the liability isexpected to be settled.
Employee benefitsThe Group provides defined benefit plans for certain post-employment benefits. The Group’s net obligation in respect ofdefined benefits is calculated separately for each plan byestimating the amount of future benefits earned in return forservices rendered. The obligation and assets related to each ofthe post-retirement benefits are determined through an actuarialvaluation. The actuarial valuation relies heavily on assumptionsas disclosed in note 30. The assumptions determined bymanagement make use of information obtained from theGroup’s employment agreements with staff and pensioners,market related returns on similar investments, market relateddiscount rates and other available information. The assumptionsconcerning the expected return on assets and expected changein liabilities are determined on a uniform basis, consideringlong-term historical returns and future estimates of returns andmedical inflation expectations. In the event that further changesin assumptions are required, the future amounts of post-employment benefits may be affected materially.
The discount rate reflects the average timing of the estimateddefined benefit payments. The discount rate is based on long-term South African government bonds with the longest maturityperiod as reported by the Bond Exchange of South Africa.The discount rate is expected to follow the trend of inflation.
The overall expected rate of return on assets is determinedbased on the market prices prevailing at that date, applicableto the period over which the obligation is to be settled.
Telkom provides equity compensation in the form of the TelkomConditional Share Plan to its employees. The related expenseand reserve are determined through an actuarial valuationwhich relies heavily on assumptions. The assumptions includeemployee turnover percentages and whether specifiedperformance criteria will be met. Changes to these assumptionscould affect the amount of expense ultimately recognised in thefinancial statements. An actuarial valuation relies heavily on theactual plan experience assumptions as disclosed in note 30.
Provisions and contingent liabilitiesManagement judgement is required when recognising andmeasuring provisions and when measuring contingent liabilities asset out in notes 29 and 39 respectively. The probability that anoutflow of economic resources will be required to settle theobligation must be assessed and a reliable estimate must be madeof the amount of the obligation. Provisions are discounted wherethe effect of discounting is material based on management’sjudgement. The discount rate used is the rate that reflects currentmarket assessments of the time value of money and, whereappropriate, the risks specific to the liability, all of which requiresmanagement judgement. The Group is required to recogniseprovisions for claims arising from litigation when the occurrence ofthe claim is probable and the amount of the loss can be reasonablyestimated. Liabilities provided for legal matters require judgementsregarding projected outcomes and ranges of losses based onhistorical experience and recommendations of legal counsel.Litigation is however unpredictable and actual costs incurred coulddiffer materially from those estimated at the balance sheet date.
Held-to-maturity financial assetsManagement has reviewed the Group’s held-to-maturityfinancial assets in the light of its capital management andliquidity requirements and has confirmed the Group’s positiveintention and ability to hold those assets to maturity.
Summary of significant accounting policiesBasis of consolidationThe consolidated financial statements incorporate the financialstatements of Telkom and entities (including special purposeentities) controlled by Telkom, its subsidiaries, as well as its jointventures and associates. Control is achieved where Telkom hasthe power to govern the financial and operating policies of aninvestee entity so as to obtain benefits from its activities. Jointventures are those enterprises over which the Group exercisesjoint control in terms of a contractual agreement. Joint venturesare proportionately consolidated. Associates are those entitiesover which the Group has significant influence and that areneither subsidiaries nor joint ventures. Associates are equityaccounted. Significant influence exists when the Group has thepower to participate in the financial and operating policydecisions of these entities, but does not have control or jointcontrol over those policies.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Basis of consolidation (continued)
The results of subsidiaries acquired or disposed of during the
year are included in the income statement from the effective date
of acquisition and up to the effective date of disposal, as
appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries, joint ventures and associates to bring
the accounting policies used in line with those used by the
Group.
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated.
Unrealised profit or losses are also eliminated.
The Group applies a policy of treating transactions with minority
interests as transactions with parties external to the Group.
Disposals to minority interests result in gains and losses for the
Group and are recorded in the income statement. Acquisition of
minority interests results in goodwill, being the difference
between any consideration paid and the relevant share
acquired of the carrying value of net assets of the subsidiary.
Business combinations
The purchase method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an
acquisition is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at
the date of exchange, plus costs directly attributable to the
acquisition. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest. The excess
of the cost of acquisition over the fair value of the Group’s share
of the identifiable net assets acquired is recorded as goodwill.
If the cost of acquisition is less than the fair value of the net
assets of the subsidiary acquired, the difference is recognised
directly in the income statement.
Operating revenue
The Group provides fixed-line communication services, mobile
communication services and other services. Other includes
data services, directory services and communication related
products. The Group provides such services to business,
residential, payphone and mobile customers. Revenue
represents the fair value of fixed or determinable consideration
that has been received or is receivable.
Revenue for services is measured at amounts invoiced to
customers and excludes Value Added Taxation.
Revenue is recognised when there is evidence of an
arrangement, collectability is reasonably assured, and the
delivery of the product or service has occurred. In certain
circumstances revenue is split into separately identifiable
components and recognised when the related components are
delivered in order to reflect the substance of the transaction.
The value of components is determined using verifiable
objective evidence. The Group does not provide customers with
the right to a refund.
Fixed-line and other
Subscriptions, connections and other usage
The Group provides telephone and data communication
services under post-paid and prepaid payment arrangements.
Revenue includes fees for installation and activation, which are
deferred over the expected customer relationship period. Costs
incurred on first time installations that form an integral part of
the network are capitalised and depreciated over the expected
average customer relationship period. All other installation and
activation costs are expensed as incurred.
Post-paid and prepaid service arrangements include
subscription fees, typically monthly fees, which are recognised
over the subscription period.
Revenue related to sale of communication equipment, products
and value-added services is recognised upon delivery and
acceptance of the product or service by the customer.
Traffic (domestic, fixed-to-mobile and international)
PrepaidPrepaid traffic service revenue collected in advance is deferred
and recognised based on actual usage or upon expiration of
the usage period, whichever comes first. The terms and
conditions of certain prepaid products allow the carry over of
unused minutes. Revenue related to the carry over of unused
minutes is deferred until usage or expiration.
PayphonesPayphone service coin revenue is recognised when the service
is provided.
Payphone service card revenue collected in advance is deferred
and recognised based on actual usage or upon expiration of
the usage period, whichever comes first.
Post-paidRevenue related to local, long distance, network-to-network,
roaming and international call connection services is recognised
when the call is placed or the connection provided.
Interconnection
Interconnection revenue for call termination, call transit, and
network usage is recognised as the traffic flow occurs.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Fixed-line and other (continued)
Data
The Group provides data communication services under post-
paid and prepaid payment arrangements. Revenue includes fees
for installation and activation, which are deferred over the
expected average customer relationship period. Costs incurred
on first time installations that form an integral part of the network
are capitalised and depreciated over the life of the expected
average customer relationship period. All other installation and
activation costs are expensed as incurred. Post-paid and prepaid
service arrangements include subscription fees, typically monthly
fees, which are recognised over the subscription period.
Directory services
Included in other are directory services. Revenue is recognised
when printed directories are released for distribution, as the
significant risks and rewards of ownership have been transferred
to the buyer. Electronic directories’ revenue is recognised on a
monthly basis, as earned.
Sundry revenue
Sundry revenue is recognised when the economic benefit flows
to the Group and the earnings process is complete.
Dealer incentives
Telkom provides incentives to its retail payphone card distributors
as trade discounts. Incentives are based on sales volume and
value. Revenue for retail payphone cards is recorded as traffic
revenue, net of these discounts as the cards are used.
Mobile
The Vodacom Group invoices its independent service providers
for the revenue billed by them on behalf of the Group. The
Group, within its contractual arrangements with its agents, pays
them administrative fees. The Group receives in cash, the net
amount equal to the gross revenue earned less the administrative
fees payable to the agents.
Contract products
Contract products that may include deliverables such as a
handset and 24-month service are defined as arrangements
with multiple deliverables. The arrangement consideration is
allocated to each deliverable, based on the fair value of each
deliverable on a stand-alone basis as a percentage of the
aggregated fair value of the individual deliverables. Revenue
allocated to the identified deliverables in each revenue
arrangement and the cost applicable to these identified
deliverables are recognised based on the same recognition
criteria of the individual deliverable at the time the product or
service is delivered.
Vodacom revenue from the handset is recognised when the
product is delivered limited to the amount of cash received.
Monthly service revenue received from the customer is recognised
in the period in which the service is delivered. Airtime revenue is
recognised on the usage basis. The terms and conditions of the
bundled airtime products, where applicable, allow the carry over
of unused airtime. The unused airtime is deferred in full. Deferred
revenue related to unused airtime is recognised when utilised by
the customer. Upon termination of the customer contract, all
deferred revenue for unused airtime is recognised in revenue.
Prepaid products
Prepaid products that may include deliverables such as a SIM-
card and airtime are defined as arrangements with multiple
deliverables. The arrangement consideration is allocated to
each deliverable, based on the fair value of each deliverable
on a stand-alone basis as a percentage of the aggregated fair
value of the individual deliverables. Revenue allocated to the
identified deliverables in each revenue arrangement and the
cost applicable to these identified deliverables are recognised
based on the same recognition criteria of the individual
deliverable at the time the product or service is delivered.
• Revenue from the SIM-card representing activation fees is
recognised over the average useful life of a prepaid customer.
• Airtime revenue is recognised on the usage basis. Unused
airtime is deferred in full.
• Deferred revenue related to unused airtime is recognised
when utilised by the customer. Upon termination of the
customer relationship, all deferred revenue for unused airtime
is recognised in revenue.
Upon purchase of an airtime voucher the customer receives the
right to make outgoing voice and data calls to the value of the
airtime voucher. Revenue is recognised as the customer utilises
the voucher.
Deferred revenue and costs related to unactivated starter packs
which do not contain any expiry date, are recognised in the
period when the probability of these starter packs being
activated by a customer becomes remote. In this regard the
Group applies a period of 36 months before these revenue and
costs are released to the consolidated income statement.
Data
Revenue, net of discounts, from data services is recognised
when the Group has performed the related service and
depending on the nature of the service, is recognised either at
the gross amounts billed to the customer or the amount
receivable by the Group as commission for facilitating the
service.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)Mobile (continued)Equipment salesAll equipment sales are recognised only when delivery andacceptance has taken place. Equipment sales to third partyservice providers are recognised when delivery is accepted.No rights of return exist on sales to third party service providers.
Mobile number portabilityRevenue transactions from mobile number portability areaccounted for in terms of current business rules and revenuerecognition policies above.
Interest on debtors’ accountsInterest is raised on overdue accounts on an effective interestrate method and recognised in the income statement.
MarketingMarketing costs are recognised as an expense when incurred.
IncentivesIncentives paid to service providers and dealers for productsdelivered to the customer are expensed as incurred. Incentivespaid to service providers and dealers for services delivered areexpensed in the period that the related revenue is recognised.
Distribution incentives paid to service providers and dealers forexclusivity are deferred and expensed over the contractualrelationship period.
Investment incomeDividends from investments are recognised on the date that theGroup is entitled to the dividend. Interest is recognised on a timeproportionate basis taking into account the principal amountoutstanding and the effective interest rate.
TaxationCurrent taxationThe charge for current taxation is based on the results for the yearand is adjusted for non-taxable income and non-deductibleexpenditure. Current taxation is measured at the amount expectedto be paid to the taxation authorities, using taxation rates andlaws that have been enacted or substantively enacted by thebalance sheet date.
Deferred taxationDeferred taxation is accounted for using the balance sheetliability method on all temporary differences at the balancesheet date between the taxation bases of assets and liabilitiesand their carrying amounts for financial reporting purposes.
Deferred taxation is not provided on the initial recognition ofassets or liabilities which is not a business combination and at thetime of the transaction affects neither accounting nor taxable profitor loss.
A deferred taxation asset is recognised to the extent that it is
probable that future taxable profits will be available against
which the associated unused taxation losses, unused taxation
credits and deductible temporary differences can be utilised.
The carrying amount of deferred taxation assets is reviewed at
each balance sheet date and is reduced to the extent that it is
no longer probable that the related taxation benefit will be
realised. In respect of deductible temporary differences
associated with investments in subsidiaries, associates and
interest in joint ventures, deferred income taxation assets are
recognised only to the extent that it is probable that temporary
differences will reverse in the foreseeable future and taxable
profit will be available against which temporary differences can
be utilised.
Deferred taxation relating to items recognised directly in equity
is recognised in equity and not in the income statement.
Deferred taxation assets and liabilities are measured at the
taxation rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on taxation rates
(and taxation laws) that have been enacted or substantively
enacted by the balance sheet date. Deferred taxation assets and
liabilities are not discounted.
Deferred taxation assets and deferred taxation liabilities are
offset, if a legally enforceable right exists to set off current
taxation assets against current taxation liabilities and the
deferred taxes relate to the same taxable entity and the same
taxation authority.
Exchange differences arising from the translation of foreign
deferred taxation assets and liabilities of foreign entities where
the functional currency is different to the local currency, are
classified as a deferred taxation expense or income.
Secondary taxation on companies
Secondary taxation on companies (STC) is provided for at a
rate of 10% (12.5% before October 1, 2007) on the amount
by which dividends declared by the Group exceeds dividends
received. Deferred taxation on unutilised STC credits is
recognised to the extent that STC payable on future dividend
payments is likely to be available for set-off.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Property, plant and equipment
At initial recognition acquired property, plant and equipment
are recognised at their purchase price, including import duties
and non-refundable purchase taxes, after deducting trade
discounts and rebates. The recognised cost includes any directly
attributable costs for preparing the asset for its intended use.
The cost of an item of property, plant and equipment is
recognised as an asset if it is probable that the future economic
benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably.
Property, plant and equipment is stated at historical cost less
accumulated depreciation and any accumulated impairment
losses. Each component of an item of property, plant and
equipment with a cost that is significant in relation to the total
cost of the item is depreciated separately. Depreciation is
charged from the date the asset is available for use on a
straight-line basis over the estimated useful life and ceases at the
earlier of the date that the asset is classified as held for sale and
the date the asset is derecognised. Idle assets continue to attract
depreciation.
The estimated useful life of individual assets and the
depreciation method thereof are reviewed on an annual basis
at balance sheet date. The depreciable amount is determined
after taking into account the residual value of the asset. The
residual value is the estimated amount that the Group would
currently obtain from the disposal of the asset, after deducting
the estimated cost of disposal, if the asset were already of the
age and in the condition expected at the end of its useful life.
The residual values of assets are reviewed on an annual basis
at balance sheet date.
Assets under construction represents freehold buildings, integral
operating software, network and support equipment and
includes all direct expenditure as well as related borrowing
costs capitalised, but excludes the costs of abnormal amounts of
waste material, labour or other resources incurred in the
production of self-constructed assets.
Freehold land is stated at cost and is not depreciated. Amounts
paid by the Group on improvements to assets which are held in
terms of operating lease agreements are depreciated on a
straight-line basis over the shorter of the remaining useful life of
the applicable asset or the remainder of the lease period.
Where it is reasonably certain that the lease agreement will be
renewed, the lease period equals the period of the initial
agreement plus the renewal periods.
The estimated useful lives assigned to groups of property, plant
and equipment are:
Years
Freehold buildings 15 to 50
Leasehold buildings 7 to 50
Network equipment
Cables 20 to 40
Switching equipment 2 to 25
Transmission equipment 3 to 18
Other 1 to 20
Support equipment 3 to 13
Furniture and office equipment 2 to 25
Data processing equipment and software 3 to 10
Other 2 to 20
An item of property, plant and equipment is derecognised upon
disposal or when no future economic benefits are expected from
its use or disposal. Any gain or loss arising on derecognition of
the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in
the income statement in the year the asset is derecognised.
Assets held under finance leases are depreciated over their
expected useful lives on the same basis as owned assets or,
where shorter, the term of the relevant lease if there is no
reasonable certainty that the Group will obtain ownership by the
end of the lease term.
Intangible assets
Goodwill
Goodwill arising on the acquisition of a subsidiary is
recognised as an asset at the date that control is acquired (the
acquisition date). Goodwill is measured as the excess of the
sum of the consideration transferred, the amount of any minority
interest in the acquiree and the fair value of the acquirer’s
previously-held equity interest (if any) in the entity over the net fair
value of the identifiable net assets recognised.
If, after reassessment, the Group’s interest in the net fair value of
the acquiree’s identifiable net assets exceeds the sum of the
consideration transferred, the amount of any minority interest in
the acquiree and the fair value of the acquirer’s previously-held
equity interest (if any), the excess is recognised immediately in
profit or loss as a bargain purchase gain.
Goodwill is not amortised, but is reviewed for impairment at
least annually. Any impairment loss is recognised immediately in
profit or loss and is not subsequently reversed.
On disposal of a subsidiary, the attributable amount of goodwill
is included in the determination of the profit or loss on disposal.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Intangible assets (continued)
Licences, software, trademarks, copyrights and other
At initial recognition acquired intangible assets are recognised
at their purchase price, including import duties and non-
refundable purchase taxes, after deducting trade discounts and
rebates. The recognised cost includes any directly attributable
costs for preparing the asset for its intended use. Internally
generated intangible assets are recognised at cost comprising
all directly attributable costs necessary to create and prepare
the asset to be capable of operating in the manner intended by
management. Licences, software, trademarks, copyrights and
other intangible assets are carried at cost less accumulated
amortisation and any accumulated impairment losses.
Amortisation commences when the intangible assets are
available for their intended use and is recognised on a straight-
line basis over the assets’ expected useful lives. Amortisation
ceases at the earlier of the date that the asset is classified as
held for sale and the date that the asset is derecognised.
The residual value of intangible assets is the estimated amount that
the Group would currently obtain from the disposal of the asset,
after deducting the estimated cost of disposal, if the asset were
already of the age and in the condition expected at the end of its
useful life. Due to the nature of the asset the residual value is
assumed to be zero unless there is a commitment by a third party
to purchase the asset at the end of its useful life or when there is an
active market that is likely to exist at the end of the asset’s useful life,
which can be used to estimate the residual values. The residual
values of intangible assets, amortisation methods and their useful
lives are reviewed on an annual basis at balance sheet date.
Intangible assets with indefinite useful lives and intangible assets
not yet available for use are tested for impairment annually
either individually or at the cash-generating unit level. Such
intangible assets are not amortised. The useful life of an
intangible asset with an indefinite life is reviewed annually to
determine whether indefinite life assessment continues to be
supportable. If not, the change in the useful life assessment from
indefinite to finite is made on a prospective basis.
Assets under construction represents application and other non-
integral software and includes all direct expenditure as well as
related borrowing costs capitalised, but excludes the costs of
abnormal amounts of waste material, labour or other resources
incurred in the production of self-constructed assets.
Intangible assets are derecognised when they have been
disposed of or when the asset is permanently withdrawn from
use and no future economic benefit is expected from its
disposal. Any gains or losses on the retirement or disposal of
assets are recognised in the income statement in the year in
which they arise.
The expected useful lives assigned to intangible assets are:
Years
Licences 5 to 30
Software 2 to 10
Trademarks, copyrights and other 1 to 15
Asset retirement obligationsAsset retirement obligations related to property, plant andequipment and intangible assets are recognised at the presentvalue of expected future cash flows when the obligation todismantle or restore the site arises. The increase in the relatedasset’s carrying value is depreciated over its estimated usefullife. The unwinding of the discount is included in financecharges and fair value movements. Changes in themeasurement of an existing liability that result from changes inthe estimated timing or amount of the outflow of resourcesrequired to settle the liability, or a change in the discount rateare accounted for as increases or decreases to the original costof the recognised assets. If the amount deducted exceeds thecarrying amount of the asset, the excess is recognisedimmediately in profit or loss.
Non-current assets held for saleNon-current assets and disposal groups are classified as heldfor sale if their carrying amount will be recovered through a saletransaction rather than through continuing use. This condition isregarded as met only when the sale is highly probable and theasset (or disposal group) is available for immediate sale in itspresent condition. Management must be committed to the sale,which should be expected to qualify for recognition as acomplete sale within one year from the date of classification andmarketed at a reasonable value. Assets are no longerdepreciated when they are classified into the category.
If a non-current asset or disposal group is classified as held forsale, but the criteria for classification as held for sale are nolonger met, the disclosure of such non-current asset or disposalgroup as held for sale is ceased. Where the disposal groupwas also classified as a discontinued operation, the subsequentclassification as held for use also requires that the discontinuedoperation be included in continuing operations.
Non-current assets (and disposal groups) classified as held forsale are measured at the lower of the assets’ previous carryingamount and fair value less cost to sell.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Impairment of property, plant and equipment and
intangible assets
The Group regularly reviews its non-financial assets and cash-
generating units for any indication of impairment. When
indicators, including changes in technology, market, economic,
legal and operating environments occur and could result in
changes of the asset’s or cash-generating unit’s estimated
recoverable amount, an impairment test is performed.
The recoverable amount of assets or cash-generating units is
measured using the higher of the fair value less costs to sell and
its value in use, which is the present value of projected cash
flows covering the remaining useful lives of the assets.
Impairment losses are recognised when the asset’s carrying
value exceeds its estimated recoverable amount. Where
applicable, the recoverable amount is determined for the cash-
generating unit to which the asset belongs.
Previously recognised impairment losses, other than goodwill, are
reviewed annually for any indication that it may no longer exist or
may have decreased. If any such indication exists, the recoverable
amount of the asset is estimated. Such impairment losses are
reversed through the income statement if the recoverable amount
has increased as a result of a change in the estimates used to
determine the recoverable amount, but not to an amount higher
than the carrying amount that would have been determined (net of
depreciation or amortisation) had no impairment loss been
recognised in prior years. Impairment on goodwill is not reversed.
Repairs and maintenance
The Group expenses all costs associated with repairs and
maintenance, unless it is probable that such costs would result in
increased future economic benefits flowing to the Group, and
the costs can be reliably measured.
Borrowing costs
Financing costs directly associated with the acquisition or
construction of assets that require more than three months to
complete and place in service are capitalised at interest rates
relating to loans specifically raised for that purpose, or at the
weighted average borrowing rate where the general pool of
Group borrowings was utilised. Other borrowing costs are
expensed as incurred.
Deferred revenue and expenses
Activation revenue and costs are recognised in accordance with
the principles contained in Emerging Issues Task Force Issue
No 00-21, Revenue Arrangements with Multiple Deliverables
(EITF 00-21), issued in the United States. This results in activation
revenue and costs up to the amount of the deferred revenue
being deferred and recognised systematically over the expected
duration of the customer relationship because it is considered to
be part of the customers’ ongoing rights to telecommunication
services and the operator’s continuing involvement. Any excess
of the costs over revenues is expensed immediately.
Inventories
Installation material, maintenance and network equipment
inventories are stated at the lower of cost, determined on a
weighted average basis, or estimated net realisable value.
Merchandise inventories are stated at the lower of cost,
determined on a first-in first-out (FIFO) basis, or estimated net
realisable value. Write-down of inventories arises when, for
example, goods are damaged or when net realisable value is
lower than carrying value.
Financial instruments
Recognition and initial measurement
All financial instruments are initially recognised at fair value, plus,
in the case of financial assets and liabilities not at fair value through
profit or loss, transaction costs that are directly attributable to the
acquisition or issue. Financial instruments are recognised when the
Group becomes a party to their contractual arrangements. All
regular way transactions are accounted for on settlement date.
Regular way purchases or sales are purchases or sales of financial
assets that require delivery of assets within the period generally
established by regulation or convention in the marketplace.
Subsequent measurement
Subsequent to initial recognition, the Group classifies financial
assets as ’at fair value through profit or loss’, ’held-to-maturity
investments’, ’loans and receivables’, or ’available-for-sale’.
Financial liabilities are classified ’at fair value through profit or
loss’ or ’other financial liabilities’. The measurement of each is
set out below and presented in a table in note 13.
The fair value of financial assets and liabilities that are actively
traded in financial markets is determined by reference to quoted
market prices at the close of business on the balance sheet date.
Where there is no active market, fair value is determined using
valuation techniques such as discounted cash flow analysis.
Financial assets at fair value through profit or loss
The Group classifies financial assets that are held for trading in the
category ’financial assets at fair value through profit or loss’.
Financial assets are classified as held for trading if they are
acquired for the purpose of selling in the future. Derivatives not
designated as hedges are also classified as held for trading. On
remeasurement to fair value the gains or losses on held for trading
financial assets are recognised in net finance charges and fair
value movements for the year.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Financial instruments (continued)Financial assets at fair value through profit or loss(continued)Gains and losses arising from changes in the fair value of the’financial assets at fair value through profit or loss’ category arepresented in the income statement within ’finance charges andfair value movements’ in the period which they arise.
Held-to-maturity financial assetsThe Group classifies non-derivative financial assets with fixed ordeterminable payments and fixed maturity dates as held-to-maturity when the Group has the positive intention and ability tohold to maturity. These assets are subsequently measured atamortised cost. Amortised cost is computed as the amountinitially recognised minus principal repayments, plus or minusthe cumulative amortisation using the effective interest ratemethod. This calculation includes all fees paid or receivedbetween parties to the contract. For investments carried atamortised cost, gains and losses are recognised in net profit orloss when the investments are sold or impaired.
Loans and receivablesLoans and receivables are non-derivative financial assets withfixed or determinable payments that are not quoted in an activemarket. Such assets are carried at amortised cost using theeffective interest rate method. Trade receivables aresubsequently measured at the original invoice amount where theeffect of discounting is not material.
Available-for-sale financial assetsAvailable-for-sale financial assets are those non-derivative assetsthat are designated as available-for-sale, or are not classified inany of the three preceding categories. Equity instruments are alltreated as available-for-sale financial instruments. After initialrecognition, available-for-sale financial assets are measured atfair value, with gains and losses being recognised as aseparate component of equity, net of taxation. Dividend incomeis recognised in the income statement as part of other incomewhen the Group’s right to receive payment is established.
Changes in the fair value of monetary items denominated in aforeign currency and classified as available-for-sale areanalysed between translation differences resulting from changesin amortised cost of the security and other changes in carryingamount of the item. The translation differences on monetaryitems are recognised in profit or loss, while translationdifferences on non-monetary securities are recognised in equity.Changes in the fair value of monetary and non-monetary itemsclassified as available-for-sale are recognised directly in equity.When an investment is derecognised or determined to beimpaired, the cumulative gain or loss previously recorded inequity is recognised in profit or loss.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as ‘at fair value through profit
or loss’ (FVTPL) where the financial liability is held for trading.
A financial liability is classified as held for trading:
• if it is acquired for the purpose of settling in the near term; or
• if it is a derivative that is not designated and effective as a
hedging instrument.
Financial liabilities at a FVTPL are stated at fair value, with any
resultant gains or losses recognised in profit or loss. The net
gain or loss recognised in profit or loss incorporates any interest
paid on the financial liability.
Other financial liabilities
Other financial liabilities are subsequently measured at
amortised cost using the effective interest rate method, with
interest expense recognised in finance charges and fair value
movements, on an effective interest rate basis.
The effective interest rate is the rate that accurately discounts
estimated future cash payments through the expected life of the
financial liability or, where appropriate, a shorter period.
Financial guarantee contracts
Financial guarantee contracts are subsequently measured at the
higher of the amount determined in accordance with IAS37
Provisions, Contingent Liabilities and Contingent Assets or the
amount initially recognised less, when appropriate, cumulative
amortisation, recognised in accordance with IAS18 Revenue.
Cash and cash equivalents
Cash and cash equivalents are measured at amortised cost. This
comprises cash on hand, deposits held on call and term
deposits with an initial maturity of less than three months when
entered into.
For the purpose of the cash flow statement, cash and cash
equivalents consist of cash and cash equivalents defined above,
net of credit facilities utilised.
Capital and money market transactions
New bonds and commercial paper bills issued are subsequently
measured at amortised cost using the effective interest rate
method.
Bonds issued where Telkom is a buyer and seller of last resort
are carried at fair value. The Group does not actively trade in
bonds.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Financial instruments (continued)DerecognitionA financial instrument or a portion of a financial instrument will
be derecognised and a gain or loss recognised when the
Group’s contractual rights expire, financial assets are transferred
or financial liabilities are extinguished. On derecognition of a
financial asset or liability, the difference between the
consideration and the carrying amount on the settlement date is
included in finance charges and fair value movements for the
year. For available-for-sale assets, the fair value adjustment
relating to prior revaluations of assets is transferred from equity
and recognised in finance charges and fair value movements for
the year.
Bonds and commercial paper bills are derecognised when the
obligation specified in the contract is discharged. The difference
between the carrying value of the bond and the amount paid to
extinguish the obligation is included in finance charges and fair
value movements for the year.
Impairment of financial assetsAt each balance sheet date an assessment is made of whether
there are any indicators of impairment of a financial asset or
a group of financial assets based on observable data about
one or more loss events that occurred after the initial recognition
of the asset or the group of assets. For loans and receivables
carried at amortised costs, if there is objective evidence that an
impairment loss has been incurred, the amount of the loss is
measured at the difference between the asset’s carrying amount
and the present value of estimated future cashflows. The
carrying amount of the assets is reduced through the use of an
allowance account and the amount of the loss is recognised in
the income statement. In the case of equity securities classified
as available-for-sale, a significant or prolonged decline in the
fair value of the security below its cost is considered as an
indicator that the securities are impaired.
If any such evidence exists for available-for-sale assets, the
cumulative loss – measured as the difference between the
acquisition cost and the current fair value, less any impairment
loss on that financial asset previously recognised in profit or loss
– is removed from equity and recognised in the income
statement. Impairment losses recognised in the income statement
on equity instruments are not reversed through the income
statement. The recoverable amount of financial assets carried at
amortised cost is calculated as the present value of expected
future cash flows discounted at the original effective interest rate
of the asset.
If, in a subsequent period, the amount of the impairment loss for
financial assets decreases and the decrease can be related
objectively to an event occurring after the impairment was
recognised, the previously recognised impairment loss is
reversed except for those financial assets classified as available-
for-sale and carried at cost that are not reversed. Any
subsequent reversal of an impairment loss is recognised in the
income statement, to the extent that the carrying value of the
asset does not exceed its amortised cost at the reversal date.
Reversals in respect of equity instruments classified as available-
for-sale are not recognised in profit or loss. Reversals of
impairment losses on debt instruments classified as available-for-
sale are reversed through the income statement, if the increase
in fair value of the instrument is objectively related to an event
occurring after the impairment loss was recognised through the
income statement.
Remeasurement of embedded derivatives
The Group assesses whether an embedded derivative is
required to be separated from the host contract and accounted
for as a derivative when it first becomes party to the contract.
The Group reassesses the contract when there is a change in the
terms of the contract which significantly modifies the cash flows
that would otherwise be required under the contract.
Financial instruments: Disclosures
The Group groups its financial instruments into classes of similar
instruments and where disclosure is required, it discloses them
by class. It also discloses information about the nature and
extent of risks arising from its financial instruments as indicated
in note 13.
Foreign currencies
Each entity within the Group determines its functional currency.
The Group’s presentation currency is the South African rand
(ZAR).
Transactions denominated in foreign currencies are measured at
the rate of exchange at transaction date. Monetary items
denominated in foreign currencies are remeasured at the rate of
exchange at settlement date or balance sheet date, whichever
occurs first. Exchange differences on the settlement or translation
of monetary assets and liabilities are included in finance
charges and fair value movements in the period in which they
arise. Non-monetary items that are measured in terms of
historical cost in a foreign country are translated using the
exchange rates as at the dates of the initial transactions. Non-
monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair
value is determined.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Foreign currencies (continued)The annual financial statements of foreign operations aretranslated into South African rand, the Group’s presentationcurrency, for incorporation into the consolidated annualfinancial statements. Assets and liabilities are translated at theforeign exchange rates ruling at the balance sheet date.Income, expenditure and cash flow items are measured at theactual foreign exchange rate or average foreign exchange ratesfor the period. All resulting unrealised exchange differences areclassified as equity. On disposal, the cumulative amounts ofunrealised exchange differences that have been deferred arerecognised in the consolidated income statement as part of thegain or loss on disposal.
All gains and losses on the translation of equity loans to foreignoperations that are intended to be permanent, whether they aredenominated in one of the entities’ functional currencies or in athird currency, are recognised in equity.
Goodwill and intangible assets arising on the acquisition of aforeign operation are treated as assets of the foreign operationand translated at the foreign exchange rates ruling at balancesheet date.
Treasury sharesWhere the Group acquires, or in substance acquires, Telkomshares, such shares are measured at cost and disclosed as areduction of equity. No gain or loss is recognised in profit or losson the purchase, sale, issue or cancellation of the Group’s ownequity instruments. Such shares are not remeasured for changesin fair value.
Where the Group chooses or is required to buy equity instrumentsfrom another party to satisfy its obligations to its employees underthe share-based payment arrangement by delivery of its ownshares, the transaction is accounted for as equity-settled. Thisapplies regardless of whether the employees’ rights to the equityinstruments were granted by the Group itself or by its shareholdersor was settled by the Group itself or its shareholders.
LeasesA lease is classified as a finance lease if it transfers substantiallyall the risks and rewards incidental to ownership. All otherleases are classified as operating leases.
Where the Group enters into a service agreement as a supplier ora customer that depends on the use of a specific asset, and conveysthe right to control the use of the specific asset, the arrangement isassessed to determine whether it contains a lease. Once it has beenconcluded that an arrangement contains a lease, it is assessedagainst the criteria in IAS17 to determine if the arrangement shouldbe recognised as a finance lease or operating lease.
The land and buildings elements of a lease of land and
buildings are considered separately for the purposes of lease
classification unless it is impracticable to do so.
Lessee
Operating lease payments are recognised in the income
statement on a straight-line basis over the lease term.
Assets acquired in terms of finance leases are capitalised at the
lower of fair value or the present value of the minimum lease
payments at inception of the lease and depreciated over the
lesser of the useful life of the asset or the lease term. The capital
element of future obligations under the leases is included as a
liability in the balance sheet. Lease finance costs are amortised
in the income statement over the lease term using the interest rate
implicit in the lease. Where a sale and leaseback transaction
results in a finance lease, any excess of sale proceeds over the
carrying amount is deferred and recognised in the income
statement over the term of the lease.
Lessor
Operating lease revenue is recognised in the income statement
on a straight-line basis over the lease term.
Assets held under a finance lease are recognised in the balance
sheet and presented as a receivable at an amount equal to the
net investment in the lease. The recognition of finance income is
based on a pattern reflecting a constant periodic rate of return
on the net investment in the finance lease.
Employee benefits
Post-employment benefits
The Group provides defined benefit and defined contribution
plans for the benefit of employees. These plans are funded by
the employees and the Group, taking into account
recommendations of the independent actuaries. The post-
retirement telephone rebate liability is unfunded.
Defined contribution plans
The Group’s funding of the defined contribution plans is charged
to employee expenses in the same year as the related service is
provided.
Defined benefit plans
The Group provides defined benefit plans for pension,
retirement, post-retirement medical aid benefits and telephone
rebates to qualifying employees. The Group’s net obligation in
respect of defined benefits is calculated separately for each
plan by estimating the amount of future benefits earned in return
for services rendered.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Employee benefits (continued)
Defined benefit plans (continued)
The amount recognised in the balance sheet represents the present
value of the defined benefit obligations, calculated by using the
projected unit credit method, as adjusted for unrecognised
actuarial gains and losses, unrecognised past service costs and
reduced by the fair value of the related plan assets. The amount
of any surplus recognised and reflected as deferred expenses is
limited to unrecognised actuarial losses and past service costs plus
the present value of available refunds and reductions in future
contributions to the plan. To the extent that there is uncertainty as
to the entitlement to the surplus, no asset is recognised. No gain
is recognised solely as a result of an actuarial loss or past service
cost in the current period and no loss is recognised solely as a
result of an actuarial gain or past service cost in the current period.
Actuarial gains and losses are recognised as employee
expenses when the cumulative unrecognised gains and losses
for each individual plan exceed 10% of the greater of the
present value of the Group’s obligation and the fair value of
plan assets at the beginning of the year. These gains or losses
are amortised on a straight-line basis over 10 years for all the
defined benefit plans, except gains or losses related to the
pensioners in the Telkom Retirement Fund or unless the standard
requires faster recognition. For the Telkom Retirement Fund
pensioners, the cumulative unrecognised actuarial gains and
losses in excess of the 10% corridor at the beginning of the year
are recognised immediately.
Past service costs are recognised immediately to the extent that
the benefits are vested, otherwise they are recognised on a
straight-line basis over the average period the benefits become
vested.
Leave benefits
Annual leave entitlement is provided for over the period that the
leave accrues and is subject to a cap of 22 days.
Workforce reduction
Workforce reduction expenses are payable when employment
is terminated before the normal retirement age or when an
employee accepts voluntary redundancy in exchange for
benefits. Workforce reduction benefits are recognised when the
entity is demonstrably committed and it is probable that the
expenses will be incurred. In the case of an offer made to
encourage voluntary redundancy, the measurement of
termination benefits is based on the number of employees
expected to accept the offer.
Deferred bonus incentives
Employees of the wholly owned subsidiaries of Vodacom,
including executive directors, are eligible for compensation
benefits in the form of a Deferred Bonus Incentive Scheme. The
benefit is recorded at the present value of the expected future
cash outflows.
Share-based compensation
The grants of equity instruments, made to employees in terms of
the Telkom Conditional Share Plan, are classified as equity-
settled share-based payment transactions. The expense relating
to the services rendered by the employees, and the
corresponding increase in equity, is measured at the fair value
of the equity instruments at their date of grant based on the
market price at grant date, adjusted for the lack of entitlement to
dividends during the vesting period. This compensation cost is
recognised over the vesting period, based on the best available
estimate at each balance sheet date of the number of equity
instruments that are expected to vest.
Short-term employee benefits
The cost of all short-term employee benefits is recognised during
the year the employees render services, unless the Group uses
the services of employees in the construction of an asset and the
benefits received meet the recognition criteria of an asset, at
which stage it is included as part of the related property, plant
and equipment or intangible asset item.
Long-term incentive provision
The Vodacom Group provides long-term incentives to eligible
employees payable on termination or retirement. The Group’s
liability is based on an actuarial valuation. Actuarial gains and
losses are recognised as employee expenses.
Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources will be required to settle
the obligation, and a reliable estimate can be made of the
amount of the obligation. Provisions are reviewed at each
balance sheet date and adjusted to reflect the current best
estimate. Where the effect of the time value of money is
material, the amount of the provision is the present value of the
expenditures expected to be required to settle the obligation.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
3. REVENUE3.1 Total revenue 32,919 34,084 36,433
Operating revenue 32,441 33,611 35,940
Other income (excluding profit on disposal of property, plant and
equipment, intangible assets and investments, refer to note 4) 279 305 312
Investment income (refer to note 6) 199 168 181
3.2 Operating revenue 32,441 33,611 35,940
Fixed-line 32,345 32,572 33,659
Multi-Links – 845 1,900
Other 873 1,040 1,214
Eliminations (777) (846) (833)
Fixed-line 32,345 32,572 33,659
Subscriptions, connections and other usage 6,286 6,330 6,614
Traffic 16,740 15,950 15,323
Domestic (local and long distance) 7,563 6,328 5,670
Fixed-to-mobile 7,646 7,557 7,420
International (outgoing) 988 986 933
Subscription based calling plans 543 1,079 1,300
Interconnection 1,639 1,757 2,084
Data 7,489 8,308 9,310
Sundry revenue 191 227 328
4. OTHER INCOME 338 472 343
Other income (included in Total revenue, refer to note 3) 279 305 312
Interest received from trade receivables 188 254 270
Sundry income 91 51 42
Profit on disposal of property, plant and equipment and intangible assets 16 167 31
Profit on disposal of investment 43 – –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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5. OPERATING EXPENSESOperating expenses comprise:
5.1 Employee expenses 7,254 7,629 8,345
Salaries and wages 5,215 5,710 6,050
Medical aid contributions 384 415 410
Retirement contributions 446 470 472
Post-retirement pension and retirement fund (refer to note 30) 33 5 29
Current service cost 5 5 4
Interest cost 329 509 633
Expected return on plan assets (508) (713) (825)
Actuarial gain (136) (16) –
Settlement loss/(gain) 21 (2) (3)
Asset limitation 322 222 220
Post-retirement medical aid (refer to notes 29 and 30) 330 278 457
Current service cost 83 84 95
Interest cost 286 322 428
Expected return on plan asset (188) (257) (223)
Actuarial loss 149 129 157
Telephone rebates (refer to notes 29 and 30) 104 27 61
Current service cost 4 3 6
Interest cost 19 22 39
Past service cost 76 2 2
Actuarial loss 5 – 14
Share-based compensation expense (refer to note 24) 141 522 554
Other benefits* 1,297 988 1,048
Employee expenses capitalised (696) (786) (736)
* Other benefits include annual leave, performance incentive,
service bonuses, skills development and workforce reduction expenses.
5.2 Payments to other operators 5,005 6,098 6,919
Payments to other network operators consist of expenses in respect of interconnection with other network operators.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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5. OPERATING EXPENSES (continued)5.3 Selling, general and administrative expenses 4,184 4,045 5,772
Selling and administrative expenses 1,533 1,220 2,374 Maintenance 1,870 1,966 2,319 Marketing 640 614 711 Bad debts 141 245 368
The increase in the current year’s selling and administrative expenses is attributable to the focus on expanding the customer base in Nigeria.
5.4 Service fees 2,209 2,437 2,756
Facilities and property management 1,142 1,228 1,275 Consultancy services 192 169 295 Security and other 821 982 1,121 Auditors’ remuneration 54 58 65
Audit services 53 57 58
Company auditors 48 46 47
Current year 47 43 47 Prior year underprovision 1 3 –
Other auditors – current year 5 11 11
Audit related services – 1 –
Other auditors – 1 –
Other services 1 – 7
Included in the current year’s consultancy services is an amount of R177 million relating to services rendered in respect of the transaction to dispose of Telkom’s shareholding in Vodacom Group (Proprietary) Limited.
The increase in the current year’s security and other costs is mainly attributable to the new contract negotiated to secure the copper network in Telkom’s drive to cut down on cable thefts.
5.5 Operating leases 775 671 823
Land and buildings 135 160 244 Transmission and data lines 8 35 118 Equipment 80 48 72 Vehicles 552 428 389
5.6 Depreciation, amortisation, impairment and write-offs 3,601 4,134 5,280
Depreciation of property, plant and equipment 3,011 3,151 3,733 Amortisation of intangible assets 306 469 724 Impairment of property, plant and equipment and intangible assets – 229 501 Write-offs of property, plant and equipment and intangible assets 284 285 322
Included in the current year’s amortisation of intangible assets is an amount of R134 million relating to the FIFA brand intangible asset.The impairment charge for the 2009 financial year consists of R462 million and R39 million relating to Multi-Links and Africa Onlinerespectively.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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6. INVESTMENT INCOME 199 168 181
Interest income 196 168 181
Dividend income from investments 3 – –
Included in investment income is an amount of R160 million (2008:
R142 million; 2007: R196 million) which relates to interest earned from
financial assets not measured at fair value through profit or loss.
7. FINANCE CHARGES AND FAIR VALUE MOVEMENTS 857 1,556 2,843
Finance charges on interest-bearing debt 1,142 1,543 1,732
Local debt 1,303 1,700 1,895
Foreign debt – 18 –
Finance charges capitalised (161) (175) (163)
Foreign exchange gains and losses and fair value movement (285) 13 1,111
Foreign exchange losses 59 93 843
Fair value adjustments on derivative instruments (344) (80) 268
Capitalisation rate 14.77% 12.60% 12.40%
Included in finance charges is an amount of R1,655 million (2008: R1,499 million; 2007: R1,142 million) which relates to interest paid
on financial liabilities not measured at fair value through profit or loss.
Included in foreign exchange losses and fair value adjustments are forex losses of R961 million in respect of the loan that Multi-Links
received from Telkom and R409 million loss in respect of the Multi-Links put option, offset by the R318 million gain in Telkom.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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8. TAXATION 2,803 2,647 1,660
South African normal company taxation 1,989 2,018 1,658
Current taxation 2,023 2,018 1,686
Overprovision for prior year (34) – (28)
Deferred taxation 490 254 (164)
Temporary differences – normal company taxation 534 121 241
Temporary difference – secondary taxation on companies
(STC) taxation credits (raised)/utilised (45) 190 (89)
Change in taxation rate – (54) –
Capital gains taxation (CGT) asset – – (454)
Underprovision/(overprovision) for prior year 1 (3) 138
Secondary taxation on companies 324 381 164
Foreign taxation – (6) 2
Included in the current year’s deferred taxation expense is a credit of
R454 million relating to the deferred taxation on temporary differences
associated with the disposal groups which are classified as held for sale.
The decrease in the deferred taxation expense is mainly due to the
temporary difference associated with the disposal groups which are
classified as held for sale.
The STC expense was provided for at a rate of 10% (12.5% before
October 1, 2007) on the amount by which dividends declared exceeded
dividends received. Deferred taxation expense relating to STC credits is
provided for at a rate of 10% (2008: 10%; 2007: 12.5%).
Reconciliation of taxation rate % % %
Effective rate 30.8 34.5 44.5
South African normal rate of taxation 29.0 29.0 28.0
Adjusted for: 1.8 5.5 16.5
Change in taxation rate – (0.5) –
Exempt income (2.2) (2.5) (26.8)
Disallowable expenditure 0.7 2.9 47.7
Taxation losses not utilised – (0.7) 1.6
STC credits (raised)/utilised (0.3) 1.5 (2.4)
STC charge 3.1 5.3 4.4
CGT asset 1.1 – (11.0)
Net (overprovision)/underprovision for prior year (0.5) (0.5) 3.0
Utilisation of assessed loss (0.1) – –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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9. DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD FOR SALE9.1 Discontinued operations
Telkom Media (Proprietary) Limited
Telkom Media was classified as held for sale in the September 2008 interim
financials. At year end March 31, 2009, the subsidiary did not meet
the held for sale criteria as management were unable to sell the disposal
group for its expected price and therefore decided to abandon it.
The results and cash flows of the subsidiary are disclosed as a
discontinued operation in accordance with IFRS.
Analysis of the results of discontinued operations:
Revenue* 14 26
Expenses* 157 305
Loss before taxation of discontinued operations 143 279
Taxation (1) 2
Loss after taxation of discontinued operations 142 281
The net cash flows attributable to the operating, investing and
financing activities of discontinued operations:
Operating cash flows (95) (140)
Investing cash flows (218) (39)
Financing cash flows 319 149
Total cash inflow/(outflow) 6 (30)
9.2 Disposal groups held for sale
9.2.1 Vodacom Group (Proprietary) Limited
In the current year, the Group announced a decision to dispose of its entire
interest in Vodacom through selling 15% of its shareholding to Vodafone, a
wholly owned subsidiary of Vodafone Group Plc (Vodafones) and unbundling
its remaining 35% shareholding to its shareholders pursuant to a listing of
Vodacom on the main board of the JSE Limited. This decision was taken in
line with the Group’s strategy to unlock shareholder value; consequently, all
assets and liabilities of Vodacom and its subsidiaries were classified as a
discontinued operation.
Analysis of the results of discontinued operations:
Revenue* 19,157 22,653 26,215
Expenses* 14,709 17,334 21,749
Profit before taxation of discontinued operations 4,448 5,319 4,466
Taxation 1,918 2,055 2,023
Profit after taxation of discontinued operations 2,530 3,264 2,443
* Revenue comprises operating revenue, other income and investment income. Expenses comprises operating expenses and finance charges.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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9. DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD FOR SALE (continued)
9.2 Disposal groups held for sale (continued)9.2.1 Vodacom Group (Proprietary) Limited (continued)
The major classes of assets and liabilities of the business classified as a disposal group:Assets 23,410
Property, plant and equipment 10,922 Intangible assets 5,897 Trade and other receivables 4,283 Other non-current and current assets 2,308
Liabilities 15,858
Interest-bearing debt 4,170 Trade and other payables 4,679 Current portion of interest-bearing debt 2,882 Current portion of deferred revenue 1,260 Credit facilities utilised 1,102 Other non-current and current liabilities 1,765
Reserve of disposal group held for sale 876
Reconciliation of carrying value transferred to disposal groups at year end: Property,plant and
equipment
Carrying value at beginning of year 9,585Additions 2,979Disposals (28)Foreign currency translation reserve 340 Business combinations 143Impairments and write-offs (53)Depreciation (1,974) Transfers (33)Other transfers (37)
Carrying value at end of year 10,922
Intangibleassets
Carrying value at beginning of year 2,111Additions 590Foreign currency translation reserve 26Business combinations 3,503Amortisation (366) Transfers (33)
Carrying value at end of year 5,897
The net cash flows attributable to the operating, investing and financing activities of the disposal group:
Operating cash flows 2,429 2,563 2,092 Investing cash flows (3,292) (3,751) (6,375)Financing cash flows (100) 1,617 4,436
Total cash (outflow)/inflow (963) 429 153
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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9. DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD FOR SALE (continued)
9.2 Disposal groups held for sale (continued)
9.2.2 Swiftnet (Proprietary) Limited
In February 2009, Telkom’s Board of directors took a decision to
dispose of its 100% investment in Swiftnet (Proprietary) Limited.
The investment is classified as held for sale.
Analysis of the results of discontinued operations:
Revenue* 103 98 97
Expenses* 64 79 82
Profit before taxation of discontinued operations 39 19 15
Taxation 10 3 (4)
Profit after taxation of discontinued operations 29 16 19
The major classes of assets and liabilities of the business
classified as a disposal group:
Assets 72
Property, plant and equipment and intangible assets 24
Income taxation receivable 2
Trade and other receivables 18
Cash and cash equivalents 28
Liabilities 15
Provisions 1
Trade and other payables 10
Current portion of provisions 4
The net cash flows attributable to the operating, investing and financing
activities of the disposal group:
Operating cash flows 43 22 31
Investing cash flows (15) (11) (33)
Financing cash flows (23) – 10
Total cash inflow 5 11 8
* Revenue comprises operating revenue, other income and investment income. Expenses comprises operating expenses and finance charges.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009
10. EARNINGS PER SHARETotal operations
Basic earnings per share (cents) 1,681.0 1,565.0 832.8
The calculation of earnings per share is based on profit attributable to equity
holders of Telkom for the year of R4,170 million (2008: R7,975 million;
2007: R8,646 million) and 500,700,538 (2008: 509,595,092;
2007: 514,341,284) weighted average number of ordinary shares in issue.
Diluted earnings per share (cents) 1,676.3 1,546.9 819.6
The calculation of diluted earnings per share is based on earnings for the
year of R4,170 million (2008: R7,975 million; 2007: R8,646 million) and
508,782,641 (2008: 515,541,968; 2007: 515,763,581) diluted
weighted average number of ordinary shares. The adjustment in the
weighted average number of shares is as a result of the expected future
vesting of shares already allocated to employees under the Telkom
Conditional Share Plan.
Headline earnings per share (cents)* 1,710.7 1,634.8 994.6
The calculation of headline earnings per share is based on headline
earnings of R4,980 million (2008: R8,331 million; 2007:
R8,799 million) and 500,700,538 (2008: 509,595,092;
2007: 514,341,284) weighted average number of ordinary shares in issue.
Diluted headline earnings per share (cents)* 1,706.0 1,616.0 978.8
The calculation of diluted headline earnings per share is based on headline
earnings of R4,980 million (2008: R8,331 million; 2007: R8,799 million)
and 508,782,641 (2008: 515,541,968; 2007: 515,763,581)
diluted weighted average number of ordinary shares in issue. The
adjustment in the weighted average number of shares is as a result
of the expected future vesting of shares already allocated to
employees under the Telkom Conditional Share Plan.
Continuing operations
Basic earnings per share (cents) 1,204.7 963.7 407.4
The calculation of earnings per share is based on profit attributable to
equity holders of Telkom for the year of R2,040 million (2008: R4,911 million;
2007: R6,196 million) and 500,700,538 (2008: 509,595,092;
2007: 514,341,284) weighted average number of ordinary shares
in issue.
Diluted earnings per share (cents) 1,201.3 952.6 401.0
The calculation of diluted earnings per share is based on earnings for
the year of R2,040 million (2008: R4,911 million; 2007: R6,196 million)
and 508,782,641 (2008: 515,541,968; 2007: 515,763,581) diluted
weighted average number of ordinary shares. The adjustment in the
weighted average number of shares is as a result of the expected future
vesting of shares already allocated to employees under the Telkom
Conditional Share Plan.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009
10. EARNINGS PER SHARE (continued)Continuing operations (continued)
Headline earnings per share (cents)* 1,235.5 1,028.9 557.0
The calculation of headline earnings per share is based on headline
earnings of R2,789 million (2008: R5,243 million; 2007: R6,355 million)
and 500,700,538 (2008: 509,595,092; 2007: 514,341,284)
weighted average number of ordinary shares in issue.
Diluted headline earnings per share (cents)* 1,232.2 1,017.0 548.2
The calculation of diluted headline earnings per share is based on headline
earnings of R2,789 million (2008: R5,243 million; 2007: R6,355 million)
and 508,782,641 (2008: 515,541,968; 2007: 515,763,581) diluted
weighted average number of ordinary shares in issue. The adjustment in the
weighted average number of shares is as a result of the expected future
vesting of shares already allocated to employees under the Telkom
Conditional Share Plan.
Discontinuing operations
Basic earnings per share (cents) 476.3 601.3 425.4
The calculation of earnings per share is based on profit attributable to
equity holders of Telkom for the year of R2,130 million (2008:
R3,064 million; 2007: R2,450 million) and 500,700,538
(2008: 509,595,092; 2007: 514,341,284) weighted average
number of ordinary shares in issue.
Diluted earnings per share (cents) 475.0 594.3 418.6
The calculation of diluted earnings per share is based on earnings for the
year of R2,130 million (2008: R3,064 million; 2007: R2,450 million)
and 508,782,641 diluted weighted average number of ordinary shares
(2008: 515,541,968; 2007: 515,763,581). The adjustment in the
weighted average number of shares is as a result of the expected future
vesting of shares already allocated to employees under the Telkom
Conditional Share Plan.
Headline earnings per share (cents)* 475.2 606.0 437.6
The calculation of headline earnings per share is based on headline
earnings of R2,191 million (2008: R3,088 million; 2007: R2,444 million)
and 500,700,538 (2008: 509,595,092; 2007: 514,341,284)
weighted average number of ordinary shares in issue.
Diluted headline earnings per share (cents)* 473.9 599.0 430.6
The calculation of diluted headline earnings per share is based on
headline earnings of R2,191 million (2008: R3,088 million; 2007:
R2,444 million) and 508,782,641 (2008: 515,541,968;
2007: 515,763,581) diluted weighted average number of ordinary
shares in issue. The adjustment in the weighted average number of
shares is as a result of the expected future vesting of shares already
allocated to employees under the Telkom Conditional Share Plan.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009
10. EARNINGS PER SHARE (continued)Reconciliation of weighted average number of ordinary shares:
Ordinary shares in issue (refer to note 22) 544,944,901 532,855,530 520,784,186
Weighted average number of shares bought back (7,442,253) (1,594,241) (27)
Weighted average number of treasury shares (23,161,364) (21,666,197) (20,083,621)
Weighted average number of shares outstanding 514,341,284 509,595,092 500,700,538
Reconciliation of diluted weighted average number of ordinary shares
Weighted average number of shares outstanding 514,341,284 509,595,092 500,700,538
Expected future vesting of shares 1,422,297 5,946,876 8,082,103
Diluted weighted average number of shares outstanding 515,763,581 515,541,968 508,782,641
Gross** Net
Total operations Rm Rm
2009
Reconciliation between earnings and headline earnings:
Earnings as reported 4,170
Profit on disposal of property, plant and equipment and intangible assets (25) (21)
Impairment loss on property, plant and equipment and intangible assets 557 557
Write-offs of property, plant and equipment and intangible assets 322 274
Headline earnings 4,980
2008
Reconciliation between earnings and headline earnings:
Earnings as reported 7,975
Profit on disposal of investments (available-for-sale) (4) (3)
Profit on disposal of property, plant and equipment and intangible assets (147) (104)
Impairment loss on property, plant and equipment and intangible assets 248 244
Write-offs of property, plant and equipment and intangible assets 285 219
Headline earnings 8,331
2007
Reconciliation between earnings and headline earnings:
Earnings as reported 8,646
Profit on disposal of investments (available-for-sale) (52) (37)
Profit on disposal of property, plant and equipment and intangible assets (29) (21)
Reversal of impairment loss on property, plant and equipment and intangible assets 12 9
Write-offs of property, plant and equipment and intangible assets 284 202
Headline earnings 8,799
* The disclosure of headline earnings is a requirement of the JSE Limited and is not a recognised measure under IFRS. It has been calculated in accordance
with the South African Institute of Chartered Accountants’ circular issued in this regard.
** These are the gross amounts, before deducting taxation and minority interests.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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10. EARNINGS PER SHARE (continued)Gross* Net
Continuing operations Rm Rm
2009
Reconciliation between earnings and headline earnings:
Profit from continuing operations 2,066
Minority interest 26
Earnings from continuing operations attributable to equity holders of Telkom 2,040
Profit on disposal of property, plant and equipment and intangible assets (32) (26)
Impairment loss on property, plant and equipment and intangible assets 501 499
Write-offs of property, plant and equipment and intangible assets 322 276
Headline earnings 2,789
2008
Reconciliation between earnings and headline earnings:
Profit from continuing operations 5,034
Minority interest 123
Earnings from continuing operations attributable to equity holders of Telkom 4,911
Profit on disposal of property, plant and equipment and intangible assets (166) (118)
Impairment loss on property, plant and equipment and intangible assets 233 233
Write-offs of property, plant and equipment and intangible assets 285 217
Headline earnings 5,244
2007
Reconciliation between earnings and headline earnings:
Profit from continuing operations 6,290
Minority interest 94
Earnings from continuing operations attributable to equity holders of Telkom 6,196
Profit on disposal of investments (available-for-sale) (43) (31)
Profit on disposal of property, plant and equipment and intangible assets (16) (11)
Write-offs of property, plant and equipment and intangible assets 284 201
Headline earnings 6,355
* These are the gross amounts, before deducting taxation and minority interests.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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10. EARNINGS PER SHARE (continued)Gross* Net
Discontinuing operations Rm Rm
2009
Reconciliation between earnings and headline earnings:
Profit from discontinued operations 2,181
Minority interest 51
Earnings from discontinued operations attributable to equity holders of Telkom 2,130
Profit on disposal of property, plant and equipment and intangible assets 7 5
Impairment loss on property, plant and equipment and intangible assets 56 56
Headline earnings 2,191
2008
Reconciliation between earnings and headline earnings:
Profit from discontinued operations 3,138
Minority interest 74
Earnings as reported 3,064
Profit on disposal of investments (available-for-sale) (4) (4)
Profit on disposal of property, plant and equipment and intangible assets 19 13
Impairment loss on property, plant and equipment and intangible assets 15 15
Headline earnings 3,088
2007
Reconciliation between earnings and headline earnings:
Profit from discontinued operations 2,559
Minority interest 109
Earnings as reported 2,450
Profit on disposal of investments (available-for-sale) (9) (6)
Profit on disposal of property, plant and equipment and intangible assets (13) (9)
Reversal of impairment loss on property, plant and equipment and intangible assets 12 9
Headline earnings 2,444
2007 2008 2009
Dividend per share (cents) 900.0 1,100.0 660.0
The calculation of dividend per share is based on dividends of R3,306 million (2008: R5,627 million; 2007: R4,678 million) declared
on June 6, 2008 and 500,941,027 (2008: 511,513,237; 2007: 519,711,236) number of ordinary shares outstanding on the date
of dividend declaration. The reduction in the number of shares represents the number of treasury shares held on date of payment.
* These are the gross amounts, before deducting taxation and minority interests.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009*Accumu- Accumu- Accumu-
lated lated lated depre- depre- depre-
ciation and ciation and ciation andimpair- Carrying impair- Carrying impair- Carrying
Cost ment value Cost ment value Cost ment valueRm Rm Rm Rm Rm Rm Rm Rm Rm
11. PROPERTY, PLANT AND EQUIPMENTFreehold land and
buildings 4,594 (1,837) 2,757 4,931 (2,010) 2,921 4,950 (2,136) 2,814
Leasehold buildings 926 (362) 564 1,052 (418) 634 805 (477) 328
Network equipment 63,003 (31,820) 31,183 69,572 (35,214) 34,358 59,765 (29,982) 29,783
Support equipment 4,045 (2,436) 1,609 4,355 (2,635) 1,720 3,921 (2,482) 1,439
Furniture and office
equipment 536 (366) 170 568 (377) 191 453 (328) 125
Data processing
equipment and
software 5,836 (3,707) 2,129 6,279 (3,904) 2,375 5,543 (3,518) 2,025
Under
construction 2,536 – 2,536 4,200 – 4,200 4,612 – 4,612
Other 860 (554) 306 1,046 (630) 416 721 (429) 292
82,336 (41,082) 41,254 92,003 (45,188) 46,815 80,770 (39,352) 41,418
Fully depreciated assets with a cost of R155 million (2008: R498 million; 2007: R1,225 million) were derecognised in the 2009 financial
year. This has reduced both the cost price and accumulated depreciation of property, plant and equipment.
Property, plant and equipment with a carrying value of R158 million (2008: R681 million; 2007: R574 million) are pledged as security.
Details of the loans are disclosed in note 28.
* Net of assets of disposal groups classified as held for sale.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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11. PROPERTY, PLANT AND EQUIPMENT (continued)The carrying amounts of property, plant and equipment can be reconciled as follows:**
Carrying Transfers Impairment, Carrying value at to Business Foreign write-offs value at
beginning disposal combi- currency and Depre- end of of year groups Additions nations Transfers* translation reversals Disposals ciation year
Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm
2009Freehold land and buildings 2,921 (293) 283 – 82 (4) (5) (2) (168) 2,814 Leasehold buildings 634 (360) 119 – 24 (64) – – (25) 328 Network equipment 34,358 (7,951) 2,913 – 3,378 30 (141) (71) (2,733) 29,783 Support equipment 1,720 (235) 137 – 112 1 (12) – (284) 1,439 Furniture and office equipment 191 (72) 19 – 13 1 – – (27) 125 Data processing equipment and software 2,375 (370) 154 – 310 (1) (5) (1) (437) 2,025 Under construction 4,200 – 4,872 – (4,120) (238) (102) – – 4,612 Other 416 (304) 228 – 13 (1) (1) – (59) 292
46,815 (9,585) 8,725 – (188) (276) (266) (74) (3,733) 41,418
2008Freehold land and buildings 2,757 – 300 22 27 2 (3) (8) (176) 2,921 Leasehold buildings 564 – 136 26 32 1 (67) (1) (57) 634 Network equipment 31,183 – 5,167 404 1,301 272 (136) (107) (3,726) 34,358 Support equipment 1,609 – 316 1 116 3 (8) – (317) 1,720 Furniture and office equipment 170 – 78 3 1 1 (8) (1) (53) 191 Data processing equipment and software 2,129 – 525 31 150 6 (19) (2) (445) 2,375 Under construction 2,536 – 3,416 135 (1,737) 2 (152) – – 4,200 Other 306 – 170 8 11 7 (2) (3) (81) 416
41,254 – 10,108 630 (99) 294 (395) (122) (4,855) 46,815
2007Freehold land and buildings 2,699 – 209 – – 2 17 (1) (169) 2,757 Leasehold buildings 618 – – – 1 – – (14) (41) 564 Network equipment 28,941 – 5,154 1 849 240 (199) (270) (3,533) 31,183 Support equipment 1,321 – 442 – 109 2 (15) – (250) 1,609 Furniture and office equipment 134 – 51 3 8 1 – – (27) 170 Data processing equipment and software 2,082 – 466 12 (36) 8 (10) (2) (391) 2,129 Under construction 1,320 – 2,165 – (912) – (37) – – 2,536 Other 159 – 161 – 58 4 (1) (3) (72) 306
37,274 – 8,648 16 77 257 (245) (290) (4,483) 41,254
Full details of land and buildings are available for inspection at the registered offices of the Group.
The Group does not have temporarily idle property, plant and equipment.
A major portion of this capital expenditure relates to the expansion of existing networks and services. An extensive build programme that provides capacityfor growth in services, with focus on Next Generation Network technologies, roll-out of the W-CDMA network and Multi-Links’s expansion of networkequipment, has resulted in an increase in property, plant and equipment additions.
During the 2008 financial year, the Group recognised an impairment loss relating to Telkom Media assets. The recoverable amount for certain items ofproperty, plant and equipment was estimated, and an impairment loss of R217 million was recognised in order to reduce the carrying amount of thoseassets to their recoverable amount. The impairment has been included in impairment, write-offs and reversals.
Included in the current year’s additions in the other category, is an amount of R179 million (2008: R31 million; 2007: RNil) that relates to finance leases.
An amount of R71 million (2008: R88 million; 2007: R240 million) under property, plant and equipment disposals relates to the reclassification ofCustomer Premises Equipment at the start of the lease. These disposals are as a result of the Group entering into a leasing arrangement.
* An amount of R21 million was transferred from network equipment to cash and cash equivalents for Telkom Media.** The 2009 reconciliation excludes assets held in the disposal groups held for sale, refer to note 9.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009* Accumulated Accumulated Accumulated amortisation amortisation amortisationand impair- Carrying and impair- Carrying and impair- Carrying
Cost ment value Cost ment value Cost ment valueRm Rm Rm Rm Rm Rm Rm Rm Rm
12. INTANGIBLE ASSETSGoodwill 673 – 673 3,267 (12) 3,255 3,461 (501) 2,960 Trademarks, copyrights and other 761 (521) 240 1,127 (633) 494 677 (332) 345 Licences 222 (116) 106 311 (140) 171 228 (35) 193 Software 6,720 (3,737) 2,983 8,106 (4,298) 3,808 7,045 (3,799) 3,246 Under construction 1,109 – 1,109 740 – 740 488 – 488
9,485 (4,374) 5,111 13,551 (5,083) 8,468 11,899 (4,667) 7,232
* Net of assets of disposal groups classified as held for sale.
The carrying amounts of intangible assets can be reconciled as follows:**Carrying Transfers Impair- Carrying value at to Business Foreign ment value at
beginning disposal combi- currency and Amor- end of of year groups Additions nations Transfers translation write-offs tisation year
Rm Rm Rm Rm Rm Rm Rm Rm Rm
2009Goodwill 3,255 (947) – 1,309 – (156) (501) – 2,960 Trademarks, copyrights and other 494 (178) 300 – (28) (22) – (221) 345 Licences 171 (104) 41 – 137 (42) – (10) 193 Software 3,808 (882) 209 – 613 (8) (1) (493) 3,246 Under construction 740 – 356 – (555) 2 (55) – 488
8,468 (2,111) 906 1,309 167 (226) (557) (724) 7,232
2008Goodwill 673 – 492 1,727 – 375 (12) – 3,255 Trademarks, copyrights and other 240 – 174 165 – 20 – (105) 494 Licences 106 – 32 36 – 15 (3) (15) 171 Software 2,983 – 739 – 713 9 (10) (626) 3,808 Under construction 1,109 – 354 – (614) – (109) – 740
5,111 – 1,791 1,928 99 419 (134) (746) 8,468
2007Goodwill 305 – 186 173 – 9 – – 673 Trademarks, copyrights and other 213 – 8 69 – – – (50) 240 Licences 60 – 47 1 – 8 – (10) 106 Software 2,269 – 628 – 559 7 (4) (476) 2,983 Under construction 1,063 – 729 – (636) – (47) – 1,109
3,910 – 1,598 243 (77) 24 (51) (536) 5,111
Intangible assets that are material to the Group consist of Software and Goodwill. The average remaining amortisation period for Softwareis between 2 and 10 years.
** The 2009 reconciliation excludes assets held in the disposal groups held for sale, refer to note 9.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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12. INTANGIBLE ASSETS (continued)Impairment testing of goodwillFor the purposes of impairment testing, goodwill is allocated to the smallest cash-generating unit. A cash-generating unit is the smallestidentifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups ofassets. The Group reviews goodwill for impairment annually by comparing the recoverable amounts of cash-generating units to the carryingamounts.
Goodwill acquired through business combinations has been allocated to two cash-generating units for impairment testing as follows:
Africa Online Limited (Kenya)Multi-Links Telecommunications Limited (Nigeria)
KenyaThe carrying amount of goodwill is R144 million.
For the period ending March 31, 2009, Africa Online was treated as one cash-generating unit for impairment testing purposes. Thisrepresents the lowest level within the Group at which the goodwill is monitored for internal management purposes.
Goodwill relating to Africa Online was tested for impairment on March 31, 2009. The recoverable amount of goodwill relating to AfricaOnline was determined on the basis of value in use calculations.
Key assumptions used to determine the value in use include the discount rate and cash flows. Cash flows are based on a five year forecastof future cash flows, extrapolated in perpetuity to reflect the long-term plans for the entity, using a weighted average cost of capital of 15.4%(2008: 11.59%) and a terminal growth rate of 3%.
An impairment loss of R39 million (2008: R12 million) was recognised.
NigeriaThe carrying amount of goodwill is R2,749 million.
Multi-Links has been identified as a single cash-generating unit within the Group. The recoverable amount of goodwill relating to Multi-Linkswas determined using the discounted cash flow method.
The key assumptions in determining cash flows are a five year forecast of future cash flows, extrapolated in perpetuity to reflect the long-term plans for the entity, using a weighted average cost of capital of 18.8%. The calculated perpetuity value for Multi-Links assumes thatthe company will continue to grow at 3% p.a. (nominal).
Key assumptions used in the testing of goodwill for impairment:Applicable to all cash-generating unitsExpected customer base: The basis for determining value(s) assigned to key assumptions is based on the closing customer base in the periodimmediately preceding the budget period and increased for expected growth. The value assigned to key assumptions reflects pastexperience, and has an element of potential growth. The growth is based on market assumptions.
Gross margin: The basis for determining value(s) assigned to key assumptions is based on the average gross margin achieved in the periodimmediately before the budget period and increased for expected efficiences. The value assigned reflects past experience and efficiencyimprovements.
Capital expenditure: The basis for determining value(s) assigned to key assumptions is based on the total capital expenditure achieved inthe period immediately before the budget period and adjusted for expected network coverage roll-out. The value assigned is based onmanagement’s expected network coverage roll-out.
Applicable to all cash-generating units except for the Africa Online cash-generating unitsARPU: The basis for determining value(s) assigned to key assumptions is based on past experience and expected growth which is basedon market forces and external sources of information.
Applicable to all non-South African cash-generating unitsExchange rates: The basis for determining value(s) assigned to key assumptions is based on the average market forward exchange rateover the budget period in respect of the ZAR/US$. The value assigned to the key assumption is consistent with external sources ofinformation.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENTRisk management
Exposure to continuously changing market conditions has made management of financial risk critical for the Group. As a result of the
financial instruments held, the Group is exposed to market risk (comprising interest rate risk and currency risk), credit risk and liquidity risk.
Treasury policies, risk limits and control procedures are continuously monitored by the Board of directors through its audit and risk
management committee.
The Group holds or issues financial instruments to finance its operations, for the temporary investment of short-term funds and to manage
currency and interest rate risks. In addition, financial instruments, for example trade receivables and payables, arise directly from the
Group’s operations.
The Group finances its operations primarily by a mixture of issued share capital, retained earnings, long-term and short-term loans. The
Group uses derivative financial instruments to manage its exposure to market risks from changes in interest and foreign exchange rates. The
derivatives used for this purpose are principally interest rate swaps and forward exchange contracts. The Group does not speculate in
derivative instruments.
The table below sets out the Group’s classification of financial assets and liabilities:
At fair
value
through
profit or Financial
loss liabilities at Total
held for amortised Held-to- Available- Loans and carrying
trading cost maturity for-sale receivables value Fair value
Note Rm Rm Rm Rm Rm Rm Rm
2009
Classes of financial
instruments per balance sheet
Assets 1,442 – 1,046 – 7,976 10,464 10,464
Investments 14 1,286 – – – 97 1,383 1,383
Trade and other receivables* 19 – – – – 5,673 5,673 5,673
Other financial assets 20 156 – 1,046 – – 1,202 1,202
Interest rate swaps 4 – – – – 4 4
Forward exchange contracts 152 – – – – 152 152
Repurchase agreements – – 1,046 – – 1,046 1,046
Finance lease receivables 16 – – – – 275 275 275
Cash and cash equivalents 21 – – – – 1,931 1,931 1,931
Liabilities (228) (23,963) – – – (24,191) (25,265)
Interest-bearing debt 28 – (18,275) – – – (18,275) (19,349)
Trade and other payables 31 – (5,538) – – – (5,538) (5,538)
Other financial liabilities 20 (228) – – – – (228) (228)
Interest rate swaps (72) – – – – (72) (72)
Forward exchange contracts (156) – – – – (156) (156)
Credit facilities utilised 21 – (127) – – – (127) (127)
Shareholders for dividends 35 – (23) – – – (23) (23)
* Trade and other receivables are disclosed net of prepayments of R307 million (2008: R404 million; 2007: R256 million).
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)Risk management (continued)
At fair
value
through
profit or Financial
loss liabilities at Total
held for amortised Held-to- Available- Loans and carrying
trading cost maturity for-sale receivables value Fair value
Note Rm Rm Rm Rm Rm Rm Rm
2008
Classes of financial
instruments per balance sheet
Assets 1,991 – – 55 10,155 12,201 12,201
Investments 14 1,377 – – 55 67 1,499 1,499
Trade and other receivables* 19 – – – – 8,582 8,582 8,582
Other financial assets 20 614 – – – – 614 614
Interest rate swaps 9 – – – – 9 9
Forward exchange
contracts 589 – – – – 589 589
Other financial assets 16 – – – – 16 16
Finance lease receivables 16 – – – – 372 372 372
Cash and cash equivalents 21 – – – – 1,134 1,134 1,134
Liabilities (1,290) (25,866) – – – (27,156) (27,692)
Interest-bearing debt 28 – (15,733) – – – (15,733) (16,269)
Trade and other payables 31 – (8,771) – – – (8,771) (8,771)
Other financial liabilities 20 (1,290) – – – – (1,290) (1,290)
Put option (Multi-Links) (919) – – – – (919) (919)
Put option (Vodacom DRC) (198) – – – – (198) (198)
Forward exchange contracts (173) – – – – (173) (173)
Credit facilities utilised 21 – (1,342) – – – (1,342) (1,342)
Shareholders for dividend 35 – (20) – – – (20) (20)
* Trade and other receivables are disclosed net of prepayments of R307 million (2008: R404 million; 2007: R256 million).
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 179
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)Risk management (continued)
At fair
value
through
profit or Financial
loss liabilities at Total
held for amortised Held-to- Available- Loans and carrying
trading cost maturity for-sale receivables value Fair value
Note Rm Rm Rm Rm Rm Rm Rm
2007
Classes of financial
instruments per balance sheet
Assets 1,608 – 246 47 7,861 9,762 9,762
Investments 14 1,349 – – 47 65 1,461 1,461
Trade and other receivables* 19 – – – – 7,047 7,047 7,047
Other financial assets 20 259 – – – – 259 259
Bills of exchange 98 – – – – 98 98
Interest rate swaps 16 – – – – 16 16
Forward exchange contracts 145 – – – – 145 145
Finance lease receivables 16 – – 246 – – 246 246
Cash and cash equivalents 21 – – – – 749 749 749
Liabilities (327) (17,959) – – – (18,286) (19,676)
Interest-bearing debt 28 (98) (10,266) – – – (10,364) (11,754)
Trade and other payables 31 – (7,237) – – – (7,237) (7,237)
Other financial liabilities 20 (229) – – – – (229) (229)
Put option (Vodacom DRC) (125) – – – – (125) (125)
Interest rate swaps (26) – – – – (26) (26)
Forward exchange contracts (42) – – – – (42) (42)
Other financial liabilities (36) – – – – (36) (36)
Credit facilities utilised 21 – (441) – – – (441) (441)
Shareholders for dividend 35 – (15) – – – (15) (15)
* Trade and other receivables are disclosed net of prepayments of R307 million (2008: R404 million; 2007: R256 million).
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.1 Fair value of financial instruments
Carrying value of all financial instruments noted in the balance sheet approximates fair value except as disclosed below.
The estimated net fair values as at March 31, 2009, have been determined using available market information and appropriate valuation
methodologies as outlined below.
Derivatives are recognised at fair value.
The fair values of derivatives are determined using quoted prices or, where such prices are not available, discounted cash flow analysis is
used. These amounts reflect the approximate values of the net derivative position at the balance sheet date.
The fair value of receivables, bank balances, repurchase agreements and other liquid funds, payables and accruals, approximate their fair
amount due to the short-term maturities of these instruments.
The fair values of the borrowings disclosed above are based on quoted prices or, where such prices are not available, the expected future
payments discounted at market interest rates, as a result they differ from carrying values.
The fair values of listed investments are based on quoted market prices.
13.2 Interest rate risk management
Interest rate risk arises from the repricing of the Group’s forward cover and floating rate debt as well as incremental funding or new
borrowings and the refinancing of existing borrowings.
The Group’s policy is to manage interest cost through the utilisation of a mix of fixed and floating rate debt. In order to manage this mix in
a cost efficient manner and to hedge specific exposure in the interest rate repricing profile of the existing borrowings and anticipated peak
additional borrowings, the Group makes use of interest rate derivatives as approved in terms of the Group policy limits. Fixed rate debt
represents approximately 64.86% (2008: 51.88%; 2007: 90.37%) of the total debt, after taking the instruments listed below into
consideration. There were no changes in the policies and processes for managing and measuring the risk from the previous period.
The table below summarises the interest rate swaps outstanding as at March 31:
Notional Weighted
Average amount average
maturity Currency Rm coupon rate
2009
Interest rate swaps outstanding
Pay fixed 2-5 years ZAR 2,000 10.84%
2008
Interest rate swaps outstanding
Pay fixed < 1 year ZAR 27 13.62%
Receive fixed 1-5 years ZAR 58 13.30%
2007
Interest rate swaps outstanding
Pay fixed < 1 year ZAR 1,000 14.67%
Receive fixed 1-5 years ZAR 38 11.45%
>5 years ZAR 61 11.44%
Pay fixed
The floating rate is based on the three month JIBAR, and is settled quarterly in arrears. The interest rate swaps are used to manage interest
rate risk on debt instruments.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.3 Credit risk management
Credit risk is the risk due to uncertainty in a counterparty’s ability to meet its obligations as they fall due.
Credit risk arises from derivative contracts entered into with financial institutions with a rating of A1 or better. The Group is not exposed to
significant concentrations of credit risk. Credit limits are set on an individual basis. The maximum exposure to the Group from counterparties
is a net favourable position of R29 million (2008: R438 million; 2007: R144 million). No collateral is required when entering into
derivative contracts. Credit limits are reviewed on an annual basis or when information becomes available in the market. The Group limits
the exposure to any counterparty and exposures are monitored daily. The Group expects that all counterparties will meet their obligations.
With regard to credit risk arising from other financial assets of the Group, which comprises held-to-maturity investments, financial assets held
at fair value through profit or loss, loans and receivables and available-for-sale assets, the Group’s exposure to credit risk arises from a
potential default by a counterparty, with a maximum exposure equal to the carrying amount of these instruments.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each type of customer. Management reduces
the risk of irrecoverable debt by improving credit management through credit checks and limits. To reduce the risk of counterparty failure,
limits are set based on the individual ratings of counterparties by well-known ratings agencies. Trade receivables comprise a large
widespread customer base, covering residential, business, government, wholesale, global and corporate customer profiles.
Credit checks are performed on all customers, other than prepaid customers, on application for new services on an ongoing basis where
appropriate.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables.
The collective loss allowance is determined based on historical data of payment statistics for similar financial assets as well as expected
future cash flows. Refer to note 19.
The Group has provided a financial guarantee to Africa Online Limited for bank loans to the value of R26 million as at March 31, 2009
(2008: R23 million; 2007: RNil).
Telkom guarantees a certain portion of employees’ housing loans. The amount guaranteed differs depending on facts such as employment
period and salary rates. When an employee leaves the employment of Telkom, any housing debt guaranteed by Telkom is settled before
any pension payout can be made to the employee. There is no provision outstanding in respect of these contingencies. The maximum
amount of the guarantee in the event of a default is R12 million. The fair value of the guarantee at March 31, 2009 was RNil (2008:
RNil; 2007: RNil).
Given the deterioration of credit markets, stricter objectives, policies and processes were applied for managing and measuring the risk than
in the previous period.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009182
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.3 Credit risk management (continued)
The maximum exposure to credit risk for financial assets at the reporting date by type of customer was:
Carrying amount
2007 2008 2009
Rm Rm Rm
Trade receivables
Fixed-line 3,926 4,401 4,231
Business and residential 1,924 1,824 1,870
Global, corporate and wholesale 1,643 1,875 1,708
Government 318 368 444
Other customers 41 334 209
Mobile 2,299 2,880 –
Multi-Links – 38 72
Other 567 666 720
Impairment of trade receivables (235) (290) (324)
Subtotal for trade receivables 6,557 7,695 4,699
Other receivables* 490 887 974
Other financial assets 259 614 1,202
7,306 9,196 6,875
* Excluding prepayments.
The ageing of trade receivables at the reporting date was:
Not past due/current 5,829 6,840 3,582
Ageing of past due but not impaired
21 to 60 days 331 384 441
61 to 90 days 80 110 135
91 to 120 days 59 71 84
120+ days 258 290 457
6,557 7,695 4,699
The ageing in the allowance for the impairment of trade receivables
at reporting date was:
Fixed-line and other
Current defaulted trade 24 53 70
21 to 60 days 21 25 30
61 to 90 days 19 31 19
91 to 120 days 15 19 74
120+ days 118 121 131
197 249 324
Mobile 38 41 –
235 290 324
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.3 Credit risk management (continued)
The movement in the allowance for impairment in respect of trade receivables during the year is disclosed in note 19.
Included in the allowance for doubtful debts are individually impaired receivables with a balance of R49 million (2008: R32 million; 2007:
R49 million) which have been identified as being unable to service their debt obligation. The impairment recognised represents the
difference between the carrying amount of these trade receivables and the present value of the expected liquidation proceeds. The Group
does not hold any collateral over these balances.
During the 2009 year end the Group renegotiated the terms of trade receivables amounting to R1,9 million from a long outstanding
customer. No impairment losses were recognised.
13.4 Liquidity risk management
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group is exposed to liquidity
risk as a result of uncertain cash flows as well as capital commitments. Liquidity risk is managed by the Group’s various Corporate Finance
divisions in accordance with policies and guidelines formulated by the Group’s executive committees. In terms of its borrowing requirements
the Group ensures that sufficient facilities exist to meet its immediate obligations. In terms of its long-term liquidity risk, the Group maintains
a reasonable balance between the period over which assets generate funds and the period over which the respective assets are funded.
Short-term liquidity gaps may be funded through repurchase agreements and commercial paper bills.
There were no material changes in the exposure to liquidity risk and its objectives, policies and processes for managing and measuring
the risk from the previous period.
The table below summarises the maturity profile of the Group’s financial liabilities based on undiscounted contractual cash flow at the
balance sheet date:
Carrying Contractual 0 – 12 1 – 2 2 – 5 > 5
amount cash flows months years years years
Note Rm Rm Rm Rm Rm Rm
2009
Non-derivative financial liabilities
Finance lease liabilities 38 986 1,848 165 172 516 995
Interest-bearing debt (excluding
finance leases) 28 17,291 18,866 7,670 1,817 5,621 3,758
Trade and other payables 31 5,538 5,778 5,778 – – –
Credit facilities utilised 21 127 127 127 – – –
Derivative financial liabilities
Other financial liabilities 20 228 228 156 72 – –
Interest rate swaps 72 72 – 72 – –
Forward exchange contracts 156 156 156 – – –
24,170 26,847 13,896 2,061 6,137 4,753
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009184
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.4 Liquidity risk management (continued)
Carrying Contractual 0 – 12 1 – 2 2 – 5 > 5
amount cash flows months years years years
Note Rm Rm Rm Rm Rm Rm
2008
Non-derivative financial liabilities
Finance lease liabilities 38 1,167 2,198 257 202 589 1,150
Interest-bearing debt (excluding finance
leases) 28 14,566 16,672 6,350 4,835 2,733 2,754
Trade and other payables 31 8,771 8,771 8,771 – – –
Credit facilities utilised 21 1,342 1,342 1,342 – – –
Derivative financial liabilities
Other financial liabilities 20 1,290 1,290 371 919 – –
Put option (Multi-Links) 919 919 – 919 – –
Put option (Vodacom DRC) 198 198 198 – – –
Forward exchange contracts 173 173 173 – – –
27,136 30,273 17,091 5,956 3,322 3,904
2007
Non-derivative financial liabilities
Finance lease liabilities 38 1,220 2,424 231 276 585 1,332
Interest-bearing debt (excluding
finance leases) 28 9,144 11,329 6,133 1 2,551 2,644
Trade and other payables 31 7,237 7,237 7,237 – – –
Credit facilities utilised 21 441 441 441 – – –
Derivative financial liabilities
Other financial liabilities 20 229 229 229 – – –
Put option (Vodacom DRC) 125 125 125 – – –
Interest rate swaps 26 26 26 – – –
Forward exchange contracts 42 42 42 – – –
Other financial liability 36 36 36 – – –
18,271 21,660 14,271 277 3,136 3,976
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.5 Foreign currency exchange rate risk management
The Group manages its foreign currency exchange rate risk by economically hedging all identifiable exposures via various financial
instruments suitable to the Group’s risk exposure.
Forward exchange contracts have been entered into to reduce the foreign currency exposure on the Group’s operations and liabilities. The
Group also enters into foreign forward exchange contracts to economically hedge interest expense and purchase and sale commitments
denominated in foreign currencies (primarily United States dollars and euros). The purpose of the Group’s foreign currency hedging activities
is to protect the Group from the risk that the eventual net cash flows will be adversely affected by changes in exchange rates.
There were no changes in the exposure to foreign currency exchange rate risk and its objectives, policies and processes for managing and
measuring the risk from the previous period.
The following table details the foreign forward exchange contracts outstanding at year end:
Foreign
contract Forward
amount amount Fair value
To buy m Rm Rm
2009
Currency
US$ 155 1,477 14
Euro 92 1,205 (24)
Other 36 69 (3)
2,751
2008
Currency
US$ 139 1,042 109
Euro 252 2,826 444
Pound Sterling 19 281 30
Other 31 32 6
4,181
2007
Currency
US$ 181 1,329 (1)
Euro 196 1,899 23
Pound Sterling 19 261 6
Other 66 49 (1)
3,538
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009186
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.5 Foreign currency exchange rate risk management (continued)
Foreign
contract Forward
amount amount Fair value
To sell m Rm Rm
2009
Currency
US$ 99 947 (22)
Euro 35 485 28
Other 21 43 4
1,475
2008
Currency
US$ 78 596 (68)
Euro 73 848 (103)
Pound Sterling 5 89 (1)
Other 17 22 (1)
1,555
2007
Currency
US$ 122 994 88
Euro 52 505 (5)
Pound Sterling 4 51 1
Other 29 17 –
1,567
The Group has various monetary assets and liabilities in currencies other than the Group’s functional currency. The following table represents
the net currency exposure (net carrying amount of foreign denominated monetary assets and liabilities) of the Group according to the
different foreign currencies.
South United
African Pound States
Rand Euro Sterling Dollar Other
Rm Rm Rm Rm Rm
2009
Net foreign currency monetary assets/(liabilities)
Functional currency of company operation
South African rand – 204 – 650 19
Naira – – – (1,611) –
2008
Net foreign currency monetary assets/(liabilities)
Functional currency of company operation
South African Rand – 481 (133) 224 (13)
United States Dollar – 8 – – (17)
Naira – – – (446) –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 187
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.5 Foreign currency exchange rate risk management (continued)
South United African Pound States
Rand Euro Sterling Dollar OtherRm Rm Rm Rm Rm
2007Net foreign currency monetary assets/(liabilities)Functional currency of company operationSouth African rand – 475 (166) 159 32 United States dollar 26 (25) – – (17)
Currency swapsThere were no currency swaps in place at March 31, 2009, 2008 and 2007.
13.6 Sensitivity analysisInterest rate riskThe following table illustrates the sensitivity to a reasonably possible change in the interest rates, with all other variables held constant:
+1% movement –1% movementOther Other
movements movements Profit in equity Profit in equity
Rm Rm Rm Rm
2009Classes of financial instruments per balance sheetAssets
Trade and other receivables 5 – (5) –Other financial assets 28 – (28) –
Interest rate swaps 18 – (18) –Repurchase agreements 10 – (10) –
LiabilitiesInterest-bearing debt (67) – 67 –Other financial liabilities 15 – (15) –
Interest rate swaps 15 – (15) –
(19) – 19 –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.6 Sensitivity analysis (continued)
Interest rate risk (continued)+1% movement –1% movement
Other Other movements movements
Profit in equity Profit in equityRm Rm Rm Rm
2008Classes of financial instruments per balance sheetAssets
Trade and other receivables 5 – (5) –Liabilities
Interest-bearing debt (62) – 62 –
(57) – 57 –
2007Classes of financial instruments per balance sheetAssets
Trade and other receivables 4 – (4) –Liabilities
Interest-bearing debt (1) – 1 –Other financial liabilities 2 – (2) –
Forward exchange contract 2 – (2)
5 – (5) –
Foreign exchange currency riskThe following table illustrates the sensitivity to a reasonably possible change in the exchange rates, with all other variables held constant.
+10% movement –10% movement(depreciation) (appreciation)
Other Other movements movements
Profit in equity Profit in equityRm Rm Rm Rm
2009Classes of financial instruments per balance sheetAssets
Trade and other receivables 40 – (40)Other financial assets 1 – (1) –
Forward exchange contract 1 – (1) –
Liabilities Interest-bearing debt (70) – 70 –Trade and other payables (173) – 173 –Other financial liabilities 128 – (128) –
Forward exchange contract 128 – (128) –
(74) – 74 –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 189
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.6 Sensitivity analysis (continued)
Foreign exchange currency sensitivity (continued)
+10% movement –10% movement
(depreciation) (appreciation)
Other Other
movements movements
Profit in equity Profit in equity
Rm Rm Rm Rm
2008Classes of financial instruments per balance sheetAssets
Trade and other receivables 10 – (10) –
Other financial assets 331 – (331) –
Forward exchange contract 331 – (331) –
Liabilities
Interest-bearing debt 68 – (68) –
Trade and other payables (95) – 95 –
Other financial liabilities (153) – 153 –
Forward exchange contract (153) – 153 –
161 – (161) –
2007Classes of financial instruments per balance sheetAssets
Trade and other receivables 10 – (10) –
Other financial assets 74 – (74) –
Forward exchange contract 74 – (74) –
Liabilities
Interest-bearing debt 10 – (10) –
Trade and other payables (40) – 40 –
Other financial liabilities 11 – (11) –
Forward exchange contract 11 – (11) –
45 – (45) –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009190
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)13.7 Exchange rate table (closing rate)
2007 2008 2009
R R R
United States Dollar 7.248 8.132 9.484
Euro 9.649 12.854 12.617
Pound Sterling 14.189 16.166 13.555
Swedish Krona 1.033 1.370 1.153
Japanese Yen 0.061 0.082 0.097
13.8 Capital management
The Group’s policy is to maintain a strong capital base so as to sustain investor, creditor and market confidence and to sustain future
development of the business. Capital comprises equity attributable to equity holders of Telkom. The Group monitors capital using net debt
to EBITDA ratio. Telkom’s policy is to keep the net debt to EBITDA ratio between 1 and 2 times. Included in net debt are interest-bearing
loans and borrowings, credit facilities and other financial liabilities, less cash and cash equivalents and other financial assets.
Telkom plans on continuing its share buy-back strategy based on certain criteria, including market conditions, availability of cash and other
investment opportunities and needs.
All of Telkom’s issued and outstanding ordinary shares, including the class A ordinary share and the class B ordinary share, rank equal for
dividends. No dividend may be declared to a holder of the class A ordinary share or class B ordinary share, unless the same dividend is
declared to holders of all ordinary shares. Telkom’s current dividend policy aims to provide shareholders with a competitive return on their
investment, while assuring sufficient reinvestment of profits to enable the Group to achieve its strategy. Telkom may revise its dividend policy
from time to time. The determination to pay dividends and the amount of the dividends, will depend upon, among other things, the earnings,
financial position, capital requirements, general business conditions, cash flows, net debt levels and share buy-back plans.
The Group has access to financing facilities; the total unused amount is R6,237 million (2008: R7,565 million; 2007: R8,658 million) at
the balance sheet date.
There were no changes in the Group’s approach to capital management during the year.
Neither the Group nor any of its subsidiaries are subject to externally imposed capital requirements.
The net debt to EBITDA ratio is as follows: 2007 2008 2009
Rm Rm Rm
Non-current portion of interest-bearing debt 4,338 9,403 10,653 Current portion of interest -bearing debt 6,026 6,330 7,622 Credit facilities utilised 441 1,342 127 Non-current portion of other financial liabilities 36 919 –Current portion of other financial liabilities 193 371 228 Less: Cash and cash equivalents (749) (1,134) (1,931)Less: Other financial assets (259) (614) (1,202)
Net debt 10,026 16,617 15,497
EBITDA 13,352 13,203 11,668
Net debt to EBITDA ratio 0.75 1.26 1.33
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
14. INVESTMENTS 1,384 1,444 1,383
Available-for-sale 47 55 –
Unlisted investments
Rascom – – –
WBS Holdings (Proprietary) Limited 40 23 –
2 500 ordinary shares at R0.01 each
Other investments 7 32 –
Loans and receivables 65 63 97
Mirambo Limited – 60 –
Planetel Communications Limited 25 – –
Caspian Limited 29 – –
Number Portability Company (Proprietary) Limited 3 3 –
Sekha-Metsi Investment Consortium Limited 8 – –
Empresa Mocambicana de Telecommunicacoes S.A.R.L. (’Emotel’) – 4 –
Other unlisted investments – – 97
At fair value through profit or loss 1,349 1,377 1,286
Linked insurance policies – Coronation 1,280 1,291 1,286
Other money market investments 69 51 –
Other unlisted investments – 35 –
Less: Short-term investments (77) (51) –
Sekha-Metsi Investment Consortium Limited (8) – –
WBS Holdings (Proprietary) Limited (included in other unlisted investments) – (13) –
Other money market investments (69) (38) –
Included in held-for-trading investments is R1,286 million (2008: R1,290 million, 2007: R1,279 million) that will be used to fund the post-
retirement medical aid liability. These investments are made through a cell captive, in which Telkom holds 100% of the preference shares of the
cell captive, and represent the fair value of the underlying investments of the cell captive. The initial cost of the investment amounts to R535 million
(2008: R535 million; 2007: R535 million). Telkom bears all the risks and rewards of the investment, as the returns/losses on the preference
shares are dependent on the performance of the underlying investments made by the cell captive. On this basis Telkom as the preference
shareholder receives any residual gains or losses made by the cell captive. The ordinary shareholders of the cell captive do not bear any of the
risks and rewards. The cell captive has been consolidated in full.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
15. DEFERRED REVENUE AND DEFERRED EXPENSESDeferred revenue 3,004 3,721 2,711
Non-current deferred revenue 1,021 1,128 997
Current portion of deferred revenue 1,983 2,593 1,714
Deferred expenses 557 583 55
Non-current deferred expenses 270 221 55
Current portion of deferred expenses 287 362 –
Included in non-current deferred expenses and revenue for the financial
year end March 31, 2008 and 2007 is Vodacom unactivated starter packs.
16. FINANCE LEASE RECEIVABLESThe Group provides voice and non-voice services to its customers, which make use of router and PABX equipment that is dedicated to
specific customers. The disclosed information relates to those arrangements which were assessed to be finance leases in terms of IAS17.
Total < 1 year 1 – 5 years > 5 years
Rm Rm Rm Rm
2009
Minimum lease payments
Lease payments receivable 360 142 219 –
Unearned finance income (85) (33) (53) –
Present value of minimum lease payments 275 109 166 –
Lease receivables 275 109 166 –
2008
Minimum lease payments
Lease payments receivable 452 196 256 –
Unearned finance income (80) (30) (50) –
Present value of minimum lease payments 372 166 206 –
Lease receivables 372 166 206 –
2007
Minimum lease payments
Lease payments receivable 312 110 202 –
Unearned finance income (66) (22) (44) –
Present value of minimum lease payments 246 88 158 –
Lease receivables 246 88 158 –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
17. DEFERRED TAXATION (1,123) (1,374) (1,068)
Opening balance (587) (1,123) (1,374)Transferred to disposal group – – 281 Income statement movements (516) (219) 164
Temporary differences (515) (331) (152)(Underprovision)/overprovision prior year (1) 53 (138)Capital gains taxation asset – – 454 Change in taxation rate – 59 –
Business combinations (16) (65) (137)Foreign currency translation reserve and foreign equity revaluation (4) 33 (2)
The balance comprises: (1,123) (1,374) (1,067)
Capital allowances (3,325) (3,841) 3,210)Provisions and other allowances 1,719 2,008 1,416 Taxation losses 113 276 –Capital gains taxation asset – – 454 STC taxation credits 370 183 273
Deferred taxation balance is made up as follows: (1,123) (1,374) (1,067)
Deferred taxation assets 593 605 756 Deferred taxation liabilities (1,716) (1,979) (1,823)
Unutilised STC credits 2,958 1,830 2,730
Secondary taxation on companies (STC) is provided for a rate of10% on the amount by which dividends declared by Telkomexceeds dividends received. The deferred taxation asset is raised as it is probable that it will be utilised in future. The asset will be released as ataxation expense when dividends are declared.
The deferred taxation asset represents STC credits on past dividendsreceived that are available to be utilised against dividends declared.The deferred taxation asset also includes deferred taxation on temporarydifferences arising on investments that were classified as held for sale inthe period as well as STC credits on past dividends received.
18. INVENTORIES 1,093 1,287 1,974
Gross inventories 1,275 1,535 2,165 Write-down of inventories to net realisable value (182) (248) (191)
Inventories consist of the following categories: 1,093 1,287 1,974
Installation material, maintenance material and network equipment 811 895 1,051 Merchandise 282 392 923
Write-down of inventories to net realisable value 182 248 191
Opening balance 102 182 248 Transferred to disposal group – – (50)Charged to selling, general and administrative expenses 154 164 167 Inventories written-off (74) (98) (174)
Inventory levels as at March 31, 2009, 2008 and 2007 have increased due to the accelerated roll-out of the Next Generation Networkrequired to improve customer service, and the acquisition of merchandise for the W-CDMA roll-out.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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19. TRADE AND OTHER RECEIVABLES 7,303 8,986 5,980
Trade receivables 6,557 7,695 4,698
Gross trade receivables 6,792 7,985 5,022
Impairment of receivables (235) (290) (324)
Prepayments and other receivables 746 1,291 1,282
Impairment allowance account for receivables 235 290 324
Opening balance 290 235 290
Charged to selling, general and administrative expenses 153 300 368
Receivables written-off (208) (245) (334)
Refer to note 13 for detailed credit risk analysis.
20. OTHER FINANCIAL ASSETS AND LIABILITIESOther financial assets consist of: 259 614 1,202
Held-to-maturity
Repurchase agreements – – 1,046
At fair value through profit or loss 259 614 156
Bills of exchange 98 – –
Interest rate swaps 16 9 4
Forward exchange contracts 145 589 152
Other financial assets – 16 –
Repurchase agreements
Telkom manages a portfolio of repurchase agreements in the South
African capital and money markets, with a view to generating additional
investment income on the favourable interest rates provided on these
transactions. Interest received from the borrower is based on the current
market related yield. There were no repurchase agreements held at
March 31, 2008 and 2007.
Bills of exchange
The fair value of bills of exchange has been calculated at with reference
to the Bond Exchange of South Africa quoted prices.
Other financial liabilities consist of: (229) (1,290) (228)
Non-current portion of other financial liabilities
Other (36) – –
Put option at fair value through profit or loss – (919) –
Current portion of other financial liabilities
At fair value through profit or loss (193) (371) (228)
Put option at fair value through profit or loss (125) (198) –
Interest rate swaps (26) – (72)
Forward exchange contracts (42) (173) (156)
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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21. NET CASH AND CASH EQUIVALENTS 308 (208) 1,282
Net cash and cash equivalents attributable to continuing operations 308 (208) 1,804
Cash shown as current assets 749 1,134 1,931
Cash and bank balances 649 664 1,361
Short-term deposits 100 470 570
Credit facilities utilised (441) (1,342) (127)
Net cash and cash equivalents attributable to disposal groups – – (522)
Cash at banks and short-term deposits attributable to disposal groups – – 580
Credit facilities utilised – – (1,102)
Undrawn borrowing facilities 8,658 7,565 6,237
The undrawn borrowing facilities are unsecured, when drawn bear interest at a rate that will be mutually agreed between the borrower
and lender at the time of drawdown, have no specific maturity date and are subject to annual review. The facilities are in place to ensure
liquidity. At March 31, 2009, R3,000 million of these undrawn facilities were committed by Telkom.
Borrowing powers
To borrow money, Telkom’s directors may mortgage or encumber Telkom’s property or any part thereof and issue debentures, whether
secured or unsecured, whether outright or as security for debt, liability or obligation of Telkom or any third party. For this purpose the
borrowing powers of Telkom are unlimited, but are subject to the restrictive financial covenants of the loan facilities indicated on note 28.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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22. SHARE CAPITAL Authorised and issued share capital is made up as follows:
Authorised 10,000 10,000 10,000
999,999,998 ordinary shares of R10 each 10,000 10,000 10,000
1 class A ordinary share of R10 – – –
1 class B ordinary share of R10 – – –
Issued and fully paid 5,329 5,208 5,208
520,783,898 (2008: 520,784,184; 2007: 532,855,528)
ordinary shares of R10 each 5,329 5,208 5,208
1 (2008: 1; 2007: 1) class A ordinary share of R10 – – –
1 (2008: 1; 2007: 1) class B ordinary share of R10 – – –
The following table illustrates the movement within the number of shares issued:
Number of Number of Number of
shares shares shares
Shares in issue at beginning of year 544,944,901 532,855,530 520,784,186
Shares bought back and cancelled (12,089,371) (12,071,344) (286)
Shares in issue at end of year 532,855,530 520,784,186 520,783,900
Full details of the voting rights of ordinary, class A and class B shares are documented in the articles of association of Telkom.
Share buy-back
During the financial year Telkom bought back 286 ordinary shares at a total consideration of R30,425. The shares were bought back and
cancelled in order to allow Telkom shareholders to participate in the proposed unbundling of Vodacom Group on a one to one basis. This
reduced share capital by R2,860 and retained earnings by R27,565.
During the financial year ended March 31, 2008, Telkom bought back 12,071,344 ordinary shares at a total consideration of
R1,647 million. This reduced share capital by R121 million and retained earnings by R1,526 million.
During the financial year ended March 31, 2007, Telkom bought back 12,089,371 ordinary shares at a total consideration of
R1,596 million. This reduced share capital by R120 million, share premium by R1,342 million and retained earnings by R134 million.
Capital management
Refer to note 13 for detailed capital management disclosure.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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23. TREASURY SHARE RESERVE (1,774) (1,638) (1,517)
This reserve represents amounts paid by Telkom to Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited, subsidiaries, for the acquisition of Telkom’s shares to be utilised in termsof the Telkom Conditional Share Plan (’TCSP’).
At March 31, 2009, 11,646,680 (2008: 10,493,141; 2007: 12,237,016) and 8,143,556 (2008: 10,849,058; 2007: 10,849,058) ordinary shares in Telkom, with a fair value of R1,229 million (2008: R1,377 million; 2007: R2,031 million) and R859 million (2008: R1,423 million; 2007: R1,801 million) are held as treasury shares by its subsidiaries Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited, respectively.
The shares held by Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited are reserved for issue in terms of the Telkom Conditional Share Plan (’TCSP’).
The reduction in the number of treasury shares is due to 1,552,029 (2008: 1,743,785; 2007: 450,505) shares that vested in terms of the TCSP during the year.
The fair value of these shares at the date of vesting was R228 million (2008: R301 million; 2007: R63 million).
24. SHARE-BASED COMPENSATION RESERVEThis reserve represents the cumulative grant date fair value of the equity-settled share-based payment transactions recognised in employee expenses during the vesting period of the equity instruments granted to employees in terms of the Telkom Conditional Share Plan (refer to note 30).
No consideration is payable on the shares issued to employees, but performance criteria will have to be met in order for the granted shares to vest. The ultimate number of shares that will vest may differ based on certain individual and Telkom performance conditions being met. The related compensation expense is recognised over the vesting period of shares granted, commencing on the grant date.
The following table illustrates the movement within the share-based compensation reserve:Balance at beginning of year 151 257 643 Net increase in equity 106 386 433
Employee cost 141 522 554 Vesting and transfer of shares (35) (136) (121)
Balance at end of year 257 643 1,076
At March 31, 2009 the estimated total compensation expense to be recognised over the vesting period was R1,824 million (2008:R2,151 million; 2007: R580 million), of which R554 million (2008: R522 million; 2007: R141 million) was recognised in employeeexpenses for the year.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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25. NON-DISTRIBUTABLE RESERVES 1,413 1,292 1,758
Opening balance 1,128 1,413 1,292
Transferred to disposal groups (4)
Movement during the year 285 (121) 470
Foreign currency translation reserve (net of taxation of R6 million
(2008: R6 million; 2007: R4 million) 46 521 (181)
Minority put option – (661) 661
Revaluation of an available-for-sale investment (net of taxation of R1 million) – 8 –
Available-for-sale financial asset
Life fund reserve (cell captive) 239 11 (10)
The balance comprises: 1,413 1,292 1,758
Foreign currency translation reserve (58) 463 286
Cell captive reserve 1,471 1,482 1,472
Available-for-sale investment – 8 –
Minority put option – (661) –
The Group has a consolidated cell captive, used as an investment to fund
Telkom’s post-retirement medical aid liability.
The earnings from the cell captive are recognised in the income statement
and then transferred to non-distributable reserves.
Gains and losses from changes in the fair value of available-for-sale
investments are recognised directly in equity until the financial asset
is disposed of.
26. RETAINED EARNINGS 26,499 27,310 28,852
Opening balance 22,904 26,499 27,310
Movement during year 3,729 2,337 1,542
Net profit for the year 8,646 7,975 4,171
Transfer to non-distributable reserves (refer to note 25) (239) (11) 10
Premium on acquisition of minority interest in Multi-Links – – 667
Dividend declared (refer to note 35) (4,678) (5,627) (3,306)
Shares bought back (refer to note 22) (134) (1,526) –
The balance comprises: 26,499 27,310 28,852
Company 21,906 22,484 24,323
Joint venture 4,762 5,697 6,132
Subsidiaries 786 428 223
Eliminations (955) (1,299) (1,826)
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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27. MINORITY INTEREST 284 522 853
Opening balance 301 284 522
Movement during the year (17) 238 331
Reconciliation: 284 522 853
Balance at beginning of year 301 284 522
Share of earnings 203 197 77
Acquisition of subsidiaries and minority interests (68) 77 –
Foreign currency translation reserves 14 29 16
Dividend declared (166) (65) (33)
Broad-based black economic empowerment transaction in Vodacom – – 271
28. INTEREST-BEARING DEBTNon-current interest-bearing debt 4,338 9,403 10,653
Total interest-bearing debt (refer to note 13) 10,364 15,733 18,275
Gross interest-bearing debt 12,549 17,839 19,851
Discount on debt instruments issued (2,185) (2,106) (1,576)
Less: Current portion of interest-bearing debt (6,026) (6,330) (7,622)
Local debt (5,772) (6,001) (7,546)
Locally registered Telkom debt instruments (4,432) – (2,000)
Commercial paper bills (1,339) (3,401) (5,546)
Short-term interest-free loans (1) – –
Call borrowings – (2,600) –
Foreign debt (193) (202) (40)
Finance leases (61) (124) (36)
Licence obligation – (3) –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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28. INTEREST-BEARING DEBT (continued)Total interest-bearing debt is made up as follows: 10,364 15,733 18,275
(a) Local debt 8,131 12,923 16,660
Locally registered Telkom debt instruments 6,786 8,164 11,106
Name, maturity, rate p.a., nominal valueTK01, 2009, 10%, RNil (2008: RNil;
2007: R4,680 million) 4,432 – –TL12, 2012, 12.45%, R1,060 million (2008: RNil;
2007: RNil) – – 1,059 TL15, 2015, 11.9%, R1,160 million (2008: RNil;
2007: RNil) – – 1,159 TL20, 2020, 6%, R2,500 million (2008: R2,500 million;
2007: R2,500 million) 1,246 1,283 1,325 PP02, 2010, 0%, R430 million (2008: R430 million;
2007: R430 million) 264 304 349 PP03, 2010, 0%, R1,350 million (2008: R1,350 million;
2007: R1,350 million) 844 977 1,131 Call borrowings, 2009, 11.58%, RNil (2008: R2,600 million;
2007: RNil) – 2,600 –Term loans, 2010, 9.67%, R2,000 million (2008: R3,000 million;
2007: RNil) – 3,000 2,000 Syndicated loans, 2014, 11.46%, R4,100 million (2008: RNil;
2007: RNil) – – 4,083
Total interest-bearing debt is made up of R18,275 million debt at amortised cost (2008: R15,733 million debt at amortised cost; 2007: R10,266 million debt at amortised cost and R98 million debt at fair value through profit and loss).
Local bondsThe local Telkom bonds are unsecured, but a Side letter to the Subscription Agreement (as amended) of the TL20 bond contains a number of restrictive covenants, which, if not met, could result in the early redemption of the loan. The local bonds limit Telkom’s ability to create encumbrances on revenue or assets, and secure any indebtedness without securing the outstanding bonds equally and rateably with such indebtedness. The Term loan agreements limit Telkom’s ability to encumber, cede, assign, sell or otherwise dispose of a material portion of its assets without prior written consent of the Lenders, which will not be unreasonably withheld. The syndicated loan agreement contains restrictive covenants as well as restrictions on encumbrances, disposals, Group guarantees and Group loans.
Commercial paper bills 1,339 4,202 5,546 Rate p.a., nominal value2009, 11.44% (2008: 11.71%; 2007: 9.04%), R5,559 million (2008: R4,383 million; 2007: R1,350 million)
Asset Backed Arbitraged Securities (Proprietary) Limited – 500 –Licence obligation – 47 –Other debt 6 10 8
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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28. INTEREST-BEARING DEBT (continued)(b) Foreign debt 1,013 1,643 629
Maturity, rate p.a., nominal value 106 141 138
Euro: 2010 – 2025, 0.10% – 0.14% (2008: 0.10% – 0.14%;
2007: 0.10% – 0.14%), e11 million (2008: e11 million;
2007: e11 million)
Interest-bearing debt held in Vodacom disposal group 907 957 –
The local and foreign debt, for both the non-current and current portion,
is disclosed in note 9.2 in the disposal group.
Zenith Bank – 45 –
Multi-Links Telecommunications Limited took out a loan with Zenith Bank.
The original loan amounted to US$14 million against which full repayments
were made in 2009. The loan bore interest at LIBOR plus 3.5%.
FCMB loan – 87 –
Multi-Links Telecommunications Limited took out a FCMB loan.The original
loan amounted to naira 1,500 million against which full repayments were
made in 2009. The loan bore interest at 13%.
Export Development Bank of Canada – 82 157
Multi-Links Telecommunications Limited has a long-term funding facility in
place with Export Development Bank of Canada (EDC), through First Bank
of Nigeria plc. The original funding amounted to US$18 million against
which US$1,6 million repayments were made.The loan bears interest
at LIBOR plus 1.25%, and will be fully repaid during 2013.
Huawei Vendor Financing Facility (‘VFF’) – 319 323
Multi-Links Telecommunications Limited entered into a Bridge Financing
Agreement with Huawei Tech Investment Co. Limited for the supply of
telecommunications equipment and services. The original funding amounted
to US$41.6 million against which repayments of US$5 million have
already been made. The loan bears interest at LIBOR plus 2% and will
be repaid by 2012. The above arrangement is temporary until financing
facilities are obtained from China Development Bank.
PTA Bank and Barclays Bank – 12 11
Africa Online Group has taken out a loan with PTA Bank and Barclays
Bank to the value of US$1.5 million in total. Of this amount US$0.8 million
bears interest at LIBOR plus 6% and the remaining US$0.4 million bears
interest at 11.5%.
(c) Finance leases 1,220 1,167 986
The finance leases are secured by buildings with a carrying value of
R152 million (2008: R174 million; 2007: R197 million) and office
equipment with a book value of R6 million (2008: R14 million;
2007: R6 million) (refer to note 11). These amounts are repayable within
periods ranging from 1 to 12 years. Interest rates vary between 13.43%
and 37.78%.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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28. INTEREST-BEARING DEBT (continued)Included in non-current and current debt is:Debt guaranteed by the South African Government 4,537 141 138 Telkom may issue or re-issue locally registered debt instruments in terms of the Post Office Amendment Act 85 of 1991. The borrowing powers of Telkom are set out as per note 21.
Repayments/refinancing of current portion of interest-bearing debtTelkom issued new local bonds, the TL12 and TL15 with a nominal value of R1,060 million and R1,160 million respectively and entered into Syndicated loan agreements with a nominal value of R4,100 million during the current year. Commercial Paper Bills with a nominal value of R11,025 million were issued and Commercial Paper debt with a nominal value of R9,849 million was repaid during the current year.
The repayment/refinancing of R7,622 million of the current portion of interest-bearing debt will depend on the market circumstances at the time of repayment.
Management believes that sufficient funding facilities will be available at the date of repayment/refinancing.
29. PROVISIONS 1,443 1,675 1,875
Employee related 3,005 3,186 3,169
Annual leave 413 438 428
Balance at beginning of year 356 413 438 Transferred to disposal groups – – (67)Charged to employee expenses 66 44 72 Leave paid (9) (19) (15)
Post-retirement medical aid (refer to note 30) 1,139 1,356 1,745
Balance at beginning of year 2,607 1,139 1,356 Interest cost 286 322 428 Current service cost 83 84 95 Expected return on plan asset (188) (257) (223)Actuarial loss 149 129 157 Termination settlement – – (5)Plan asset – initial recognition (1,720) – –Contributions paid (78) (61) (63)
Telephone rebates (refer to note 30) 282 287 325
Balance at beginning of year 198 282 287 Interest cost 19 22 39 Current service cost 4 3 6 Past service cost 76 2 2 Actuarial loss 5 – 14 Benefits paid (20) (22) (23)
Bonus 1,090 992 671
Balance at beginning of year 1,071 1,090 992 Transferred to disposal groups – – (397)Charged to employee expenses 965 797 577 Payment (946) (895) (501)
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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29. PROVISIONS (continued)Long-term incentive provision 81 113 –
Balance at beginning of year 61 81 113 Transferred to disposal groups – – (113)Charged to employee expenses 21 41 –Payment (1) (9) –
Non-employee related 533 670 856
Supplier dispute (refer to note 39) 527 569 664
Balance at beginning of year – 527 569
Charged to expenses 527 42 95
Warranty provision – – –
Balance at beginning of year 16 – –
Provision utilised (16) – –
Other 6 101 192
Less: Current portion of provisions (2,095) (2,181) (2,150)
Annual leave (402) (417) (425)
Post-retirement medical aid (186) (186) (227)
Telephone rebates (26) (26) (29)
Bonus (911) (921) (654)
Supplier dispute (527) (569) (664)
Other (43) (62) (151)
Annual leave
In terms of Telkom’s policy, employees are entitled to accumulate vested leave benefits not taken within a leave cycle, to a cap of 22 days
which must be taken within an 18 month leave cycle. The leave cycle is reviewed annually and is in accordance with legislation.
Bonus
The Telkom bonus scheme consists of performance bonuses which are dependent on achievement of certain financial and non-financial
targets. The bonus is to all qualifying employees payable bi-annually after Telkom’s results have been made public.
Supplier dispute
Telkom provided R664 million (2008: R569 million; 2007: R527 million) for its estimate of the probable liability as discussed in note 39.
The net movement in the provision of R95 million consists of finance charges and fair value movements.
Other
Included in other provisions is an amount provided for asset retirement obligations and the onerous lease obligation recognised in Telkom
Media.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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30. EMPLOYEE BENEFITSThe Group provides benefits for all its permanent employees through the Telkom Pension Fund and the Telkom Retirement Fund. Membership
of one of the funds is compulsory. In addition, certain retired employees receive medical aid benefits and a telephone rebate. The liabilities
for all of the benefits are actuarially determined in accordance with accounting requirements each year. In addition, statutory funding
valuations for the retirement and pension funds are performed at intervals not exceeding three years.
At March 31, 2009, the Group employed 25,445 employees (2008: 33,616; 2007: 33,047).
Actuarial valuations were performed by qualified actuaries to determine the benefit obligation, plan asset and service costs for the pension
and retirement funds for each of the financial periods presented.
The Telkom Pension Fund
The Telkom Pension Fund is a defined benefit fund that was created in terms of the Post Office Amendment Act 85 of 1991.
The latest actuarial valuation performed at March 31, 2009 indicates that the pension fund is in a surplus position of R94 million after
unrecognised losses. The recognition of the surplus is limited due to the application of the asset limitation criteria in IAS19 (revised).
With effect from July 1, 1995, the Telkom Pension Fund was closed to new members. During the year ended March 31, 2007, a settlement
event occurred in the Telkom Pension Fund whereby 106 members were transferred to the Telkom Retirement Fund.
The funded status of the Telkom Pension Fund is disclosed below:
2007 2008 2009Rm Rm Rm
The Telkom Pension Fund
The net periodic pension costs includes the following components:
Interest and service cost on projected benefit obligations 22 21 21
Expected return on plan assets (19) (27) (28)
Recognised actuarial loss/(gain) 9 (16) –
Settlement loss/(gain) 21 (2) (3)
Asset limitation – 29 39
Net periodic pension expense recognised 33 5 29
Pension fund contributions (refer to note 5.1) 8 5 (1)
The status of the pension plan obligation is as follows:
At beginning of year 281 205 204
Interest and service cost 22 21 21
Employee contributions 2 2 2
Benefits paid (2) (3) (5)
Settlements (70) (15) (22)
Actuarial gain (28) (6) (1)
Benefit obligation at end of year 205 204 199
Plan assets at fair value:
At beginning of year 243 284 311
Expected return on plan assets 19 27 28
Benefits paid (2) (3) (5)
Contributions 10 8 2
Settlements (61) (15) (22)
Actuarial gain/(loss) 75 10 (67)
Plan assets at end of year 284 311 247
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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30. EMPLOYEE BENEFITS (continued)The Telkom Pension Fund (continued)
Present value of funded obligation 205 204 199
Fair value of plan assets (284) (311) (247)
Fund surplus (79) (107) (48)
Unrecognised net actuarial gain/(loss) 25 23 (46)
Fund surplus (54) (84) (94)
Asset limitation – 29 39
Recognised net asset (54) (55) (55)
Expected return on plan assets 19 27 28
Actuarial return/(loss) on plan assets 75 10 (67)
Actual return/(loss) on plan assets 94 37 (39)
Principal actuarial assumptions were as follows:
Discount rate (%) 7.5 9.0 8.7
Yield on government bonds (%) 7.5 9.0 8.7
Long-term return on equities (%) 10.5 11.0 12.0
Long-term return on cash (%) 5.5 7.0 7.5
Expected return on plan assets (%) 9.7 9.8 10.5
Salary inflation rate (%) 6.0 7.5 7.2
Pension increase allowance (%) 2.9 4.3 4.0
The overall long-term expected rate of return on assets is 10.5%. This is
based on the portfolio as a whole and not the sum of the returns of
individual asset categories. The expected return takes into account the
asset allocation of the Telkom Pension Fund and expected long-term
return of these assets, of which South African equities and bonds
are the largest contributors.
The assumed rates of mortality are determined by reference to the
SA85-90 (Light) Ultimate table, as published by the Actuarial Society
of South Africa, for pre-retirement purposes and the PA(90) Ultimate
table, minus one year age rating as published by the Institute and
Faculty of Actuaries in London and Scotland, for retirement purposes.
Funding level per statutory actuarial valuation (%) 100.0 100.0 100.0
The number of employees registered under the Telkom Pension Fund 153 146 123
The fund portfolio consists of the following:
Equities (%) 74 54 57
Bonds (%) 5 5 25
Cash (%) 3 23 3
Foreign investments (%) 16 18 15
Insurance policies (%) 2 – –
The total expected contributions payable to the pension fund for the next financial year are R1 million.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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30. EMPLOYEE BENEFITS (continued)The Telkom Retirement Fund
The Telkom Retirement Fund was established on July 1, 1995 as a hybrid defined benefit and defined contribution plan. Existing employees
were given the option to either remain in the Telkom Pension Fund or to be transferred to the Telkom Retirement Fund. All pensioners of the
Telkom Pension Fund and employees who retired after July 1, 1995 were transferred to the Telkom Retirement Fund. Upon transfer the
government ceased to guarantee the deficit in the Telkom Retirement Fund. Subsequent to July 1, 1995 further transfers of existing employees
occurred.
The Telkom Retirement Fund is a defined contribution fund with regard to in-service members. On retirement, an employee is transferred
from the defined contribution plan to a defined benefit plan. Telkom, as a guarantor, is contingently liable for any deficit in the Telkom
Retirement Fund. Moreover, all of the assets in the fund, including any potential excess, belong to the participants of the scheme. Telkom
is unable to benefit from the excess in the form of future reduced contributions or refunds.
Telkom guarantees any actuarial shortfall of the pensioner pool in the retirement fund. This liability is initially funded through assets of the
retirement fund. The latest actuarial valuation performed at March 31, 2009 indicates that the retirement fund is in a surplus funding position
of R1,549 million after unrecognised losses.
The Telkom Retirement Fund is governed by the Pension Funds Act 24 of 1956. In terms of section 37A of this Act, the pension benefits
payable to the pensioners cannot be reduced. If therefore the present value of the funded obligation were to exceed the fair value of plan
assets. Telkom would be required to fund the statutory deficit.
The information presented below is intended only to comply with the disclosure requirements of IAS19 (revised) and not to suggest that
Telkom has a potential asset with regard to this fund.
The funded status of the Telkom Retirement Fund is disclosed below:
2007 2008 2009Rm Rm Rm
The Telkom Retirement Fund
The net periodic retirement costs include the following components:
Interest and service cost on projected benefit obligations 312 493 616
Expected return on plan assets (489) (686) (796)
Recognised actuarial gain (145) – –
Net periodic pension expense not recognised (asset limitation) (322) (193) (180)
Retirement fund contributions (refer to note 5.1) 439 460 460
Benefit obligation:
At beginning of year 4,377 6,581 7,101
Interest 312 493 616
Benefits paid (486) (488) (520)
Liability for new pensioners 44 14 143
Actuarial loss/(gain) 2,334 501 (636)
Benefit obligation at end of year 6,581 7,101 6,704
Plan assets at fair value:
At beginning of year 5,973 7,661 7,991
Expected return on plan assets 489 686 796
Benefits paid (486) (488) (520)
Asset backing new pensioners’ liabilities 44 14 143
Actuarial gain/(loss) 1,641 118 (1,735)
Plan assets at end of year 7,661 7,991 6,675
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
30. EMPLOYEE BENEFITS (continued)The Telkom Retirement Fund (continued)
Present value of funded obligation 6,581 7,101 6,704
Fair value of plan assets (7,661) (7,991) (6,675)
Fund (surplus)/deficit (1,080) (890) 29
Unrecognised net actuarial loss (96) (478) (1,578)
Unrecognised net asset (1,176) (1,368) (1,549)
Expected return on plan assets 489 686 796
Actuarial gain/(loss) on plan assets 1,641 118 (1,735)
Actual gain/(loss) on plan assets 2,130 804 (939)
Included in the fair value of plan assets is:
Office buildings occupied by Telkom 371 596 619
Telkom bonds 21 10 –
Telkom shares 284 141 132
The Telkom Retirement Fund invests its funds in South Africa and internationally.
Twelve fund managers invest in South Africa and five of these managers
specialise in trades with bonds on behalf of the Retirement Fund. The
international investment portfolio consists of global equity and hedged funds.
2007 2008 2009
Principal actuarial assumptions were as follows:
Discount rate (%) 7.5 9.0 8.7
Yield on government bonds (%) 7.5 9.0 8.7
Long-term return on equities (%) 10.5 11.0 12.0
Long-term return on cash (%) 5.5 7.0 7.5
Expected return on plan assets (%) 9.3 10.3 10.7
Pension increase allowance (%) 4.5 6.0 4.0
The overall long-term expected rate of return on assets is 10.7%. This is based on the portfolio as a whole and not the sum of the returns
of individual asset categories. The expected return takes into account the asset allocation of the Retirement Fund and expected long-term
return on these assets, of which South African equities, foreign investments and South African index-linked bonds are the largest contributors.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009
30. EMPLOYEE BENEFITS (continued)The Telkom Retirement Fund (continued)
The assumed rates of mortality are determined by reference to the
SA85-90 (Light) Ultimate table, as published by the Actuarial Society
of South Africa, for pre-retirement purposes and the PA(90) Ultimate
table, minus one year age rating as published by the Institute and
Faculty of Actuaries in London and Scotland, for retirement purposes.
Funding level per statutory actuarial valuation (%) 100 100 100
The number of pensioners registered under the Telkom Retirement Fund 14,451 14,255 13,617
The number of in-service employees registered under the Telkom
Retirement Fund 25,766 24,939 23,389
The fund portfolio consists of the following:
Equities (%) 59 70 55
Property (%) 2 2 –
Bonds (%) 19 11 5
Cash (%) 7 1 5
Foreign investments (%) 13 16 20
Index linked (%) – – 15
The total expected pension benefit payments for the year ending March 31, 2010 are R541,000.
Medical benefits
Telkom makes certain contributions to medical funds in respect of current and retired employees. The scheme is a defined benefit plan. The
expense in respect of current employees’ medical aid is disclosed in note 5.1. The amounts due in respect of post-retirement medical
benefits to current and retired employees have been actuarially determined and provided for as set out in note 29. Telkom has terminated
future post-retirement medical benefits in respect of employees joining after July 1, 2000.
There are three major categories of members entitled to the post-retirement medical aid: pensioners who retired before 1994 (Pre-94); those
who retired after 1994 (Post-94); and the in-service members. The Post-94 and the in-service members’ liability is subject to a Rand cap,
which increases annually with the average salary increase.
Eligible employees must be employed by Telkom until retirement age to qualify for the post-retirement medical aid benefit. The most recent
actuarial valuation of the benefit was performed as at March 31, 2009.
Telkom has allocated certain investments to fund this liability as set out in note 14.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
30. EMPLOYEE BENEFITS (continued)Medical benefits (continued)
Medical aid
Benefit obligation:
At beginning of year 3,904 4,384 4,850
Interest cost 286 322 428
Current service cost 83 84 95
Actuarial loss 283 246 246
Termination settlement – – (5)
Benefits paid from plan assets (94) (125) (141)
Contributions paid by Telkom (78) (61) (63)
Benefit obligation at end of year 4,384 4,850 5,410
Plan assets at fair value:
At beginning of year – 1,961 1,929
Plan asset – initial recognition 1,720 – –
Expected return on plan assets 188 257 223
Benefits paid from plan assets (94) (125) (141)
Actuarial gain/(loss) 147 (164) (393)
Plan assets at end of year 1,961 1,929 1,618
Present value of funded obligation 4,384 4,850 5,410
Fair value of plan assets (1,961) (1,929) (1,618)
Funded status 2,423 2,921 3,792
Unrecognised net actuarial loss (1,284) (1,565) (2,047)
Liability as disclosed in the balance sheet (refer to note 29) 1,139 1,356 1,745
Expected return on plan assets 188 257 223
Actuarial return on plan assets 147 (164) (393)
Actual return on plan assets 335 93 (170)
2007 2008 2009
Principal actuarial assumptions were as follows:Discount rate (%) 7.5 9.0 8.7
Expected return on plan assets (%) 13.5 12.0 11.0
Salary inflation rate (%) 6.0 7.5 7.2
Medical inflation rate (%) 6.5 8.0 7.7
The assumed rates of mortality are determined by reference to the SA85-90
(Light) Ultimate table, as published by the Actuarial Society of South Africa,
for pre-retirement purposes and the PA(90) Ultimate table, minus one year
age rating as published by the Institute and Faculty of Actuaries in London
and Scotland, for retirement purposes.
Contractual retirement age 65 65 65
Average retirement age 60 60 60
Number of members 17,119 15,526 13,883
Number of pensioners 8,494 8,430 8,397
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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30. EMPLOYEE BENEFITS (continued)Medical benefits (continued)The valuation results are extremely sensitive to changes in the underlying assumptions. The following table provides an indication of theimpact of changing some of the valuation assumptions above:
The Trudon benefit obligation of R21 million has been excluded from the sensitivity analysis below.
Current assumption Decrease IncreaseRm Rm Rm
Medical cost inflation rate 7.7% -1.0% +1.0%
Benefit obligation 5,389 (736) 921 Percentage change (13.7)% 17.1%
Service cost and interest cost 2009/2010 555 (84) 108 Percentage change (15.1)% 19.5 %
Discount rate 8.7% -1.0% +1.0%
Benefit obligation 5,389 933 (734)Percentage change 17.3% (13.6)%
Service cost and interest cost 2009/2010 555 46 (37)Percentage change 8.3% (6.7)%
Post-retirement mortality rate PA(90) Ultimate-1 -10.0% +10.0%
Benefit obligation 5,389 221 (197)Percentage change 4.1% (3.7)%
Service cost and interest cost 2009/2010 555 23 (20)Percentage change 4.1% (3.6)%
2007 2008 2009
The fund portfolio consists of the following:Equities (%) 59 56 30Bonds (%) 3 2 2Cash and money market investments (%) 21 33 10Foreign investments (%) 9 9 9Insurance policies (%) 8 – 49
Telephone rebatesTelkom provides telephone rebates to its pensioners. The most recent actuarial valuation was performed as at March 31, 2009. Eligible employees must be employed by Telkom until retirement age to qualify for the telephone rebates. The scheme is a defined benefit plan.
2007 2008 2009Rm Rm Rm
The status of the telephone rebate liability is disclosed below:Benefit obligation opening balance 251 307 443 Service cost 4 3 6 Interest cost 19 22 39 Actuarial (gain)/loss (39) 133 19 Amendments 93 – –Benefits paid (21) (22) (23)
Present value of unfunded obligation 307 443 484 Unrecognised net actuarial loss and service cost* (25) (156) (159)
Liability as disclosed in the balance sheet (refer to note 29) 282 287 325
* The major increase in 2008 is attributable to the change in the rebate inflation rate.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009
30. EMPLOYEE BENEFITS (continued)Telephone rebates (continued)
Principal actuarial assumptions were as follows:
Discount rate (%) 7.5 9.0 8.7
Rebate inflation rate (%) 0.0 4.0 4.0
Contractual retirement age 65 65 65
Average retirement age 60 60 60
The assumed rates of mortality are determined by reference
to the PA(90) Ultimate table, minus one year age rating as
published by the Institute and Faculty of Actuaries
in London and Scotland.
Number of members 19,515 18,766 17,034
Number of pensioners 10,918 10,680 10,499
Telkom Conditional Share Plan
Telkom’s shareholders approved the Telkom Conditional Share Plan at the January 2004 Annual General Meeting. The scheme covers both
operational and management employees and is aimed at giving shares to Telkom employees, at a RNil exercise price, at the end of the
vesting period. The vesting period for the operational employees shares awarded in 2004 and 2005 is 0% in year one, 33% in each of
the three years thereafter, while the shares allocated in 2006 and 2007 together with management shares vest fully after three years.
Although the number of shares awarded to employees will be communicated at the grant date, the ultimate number of shares that vest may
differ based on certain performance conditions being met (refer to note 24).
The Telkom Board approved the fourth enhanced allocation of shares to employees as at September 24, 2007, with a grant date of
September 27, 2007, the day that the employees and Telkom shared a common understanding of the terms and conditions of the grant.
A total number of 6,089,810 shares were granted.
The Board has also approved an enhanced allocation for the November 2006 grant on September 4, 2007 with a grant date of
September 27, 2007. The number of additional shares granted with regard to the 2006 allocation is 4,966,860 shares.
The weighted average remaining vesting period for the shares outstanding as at March 31, 2009 is 0.71 years (2008: 1.25 years;
2007: 1.75 years).
2007 2008 2009
The following table illustrates the movement of the maximum number of
shares that will vest to employees for the August 2004 grant:
Outstanding at beginning of the year 2,414,207 1,883,991 420,590
Granted during the year 1,212 252 –
Forfeited during the year (80,923) (43,790) (3,985)
Vested during the year (450,505) (1,419,863) (416,605)
Outstanding at end of the year 1,883,991 420,590 –
The following table illustrates the movement of the maximum number of
shares that will vest to employees for the June 2005 grant:
Outstanding at beginning of the year 1,930,687 1,864,041 1,435,387
Granted during the year 1,005 3,469 52,954
Forfeited during the year (67,651) (108,177) (45,188)
Vested during the year – (323,946) (1,135,424)
Outstanding at end of the year 1,864,041 1,435,387 307,729
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009
30. EMPLOYEE BENEFITS (continued)Telkom Conditional Share Plan (continued)
The following table illustrates the movement of the maximum
number of shares that will vest to employees for the
November 2006 grant:
Outstanding at beginning of the year – 1,773,361 1,640,980
Granted during the year 1,825,488 833 –
Forfeited during the year (52,127) (133,214) (132,614)
Outstanding at end of the year 1,773,361 1,640,980 1,508,366
The following table illustrates the movement of the maximum
number of shares that will vest to employees relating to
the additional November 2006 grant:
Outstanding at beginning of the year – – 4,812,305
Granted during the year – 4,984,693 25,775
Forfeited during the year – (172,388) (389,357)
Outstanding at end of the year – 4,812,305 4,448,723
The following table illustrates the movement of the maximum
number of shares that will vest to employees for the
September 2007 grant:
Outstanding at beginning of the year – – 5,846,636
Granted during the year – 6,117,163 23,650
Forfeited during the year – (270,527) (509,185)
Outstanding at end of the year – 5,846,636 5,361,101
The fair value of the shares granted have been calculated by an actuary using Black-Scholes-Merton model and the following values at
grant date:
August 8, June 23, November 2, September 4,
2004 2005 2006 2007
Grant Grant Grant Grant
Market share price (R) 77.50 111.00 141.25 173.00
Dividend yield (%) 2.60 3.60 3.50 3.50
2007 2008 2009
The principal assumptions used in calculating the
expected number of shares that will vest
are as follows:
Employee turnover (%) 5 5 9
Meeting specified performance criteria (%) 100 100 75
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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30. EMPLOYEE BENEFITS (continued)The amounts for the current and previous four years are as follows:
2005 2006 2007 2008 2009Rm Rm Rm Rm Rm
Telkom Pension FundDefined benefit obligation (186) (281) (205) (204) (199)Plan assets 231 243 284 311 247
Surplus/(deficit) 45 (38) 79 107 48 Asset limitation – – – (29) (39)Unrecognised actuarial loss/(gain) 89 118 (25) (23) 46
Unrecognised/recognised net asset 134 80 54 55 55
Experience adjustment on assets – – 75 10 (67)Experience adjustment on liabilities – – 25 (6) 1
Telkom Retirement FundDefined benefit obligation (4,020) (4,377) (6,581) (7,101) (6,704)Plan assets 4,477 5,973 7,661 7,991 6,675
Surplus/(deficit) 457 1,596 1,080 890 (29)Unrecognised actuarial gain/(loss) 312 (742) 96 478 1,578
Unrecognised net asset 769 854 1,176 1,368 1,549
Experience adjustment on assets* – – 1,641 118 (1,735)Experience adjustment on liabilities* – – 1,234 485 (645)
Medical benefitsDefined benefit obligation (3,079) (3,904) (4,384) (4,850) (5,410)Plan assets – – 1,961 1,929 1,618
Deficit (3,079) (3,904) (2,423) (2,921) (3,792)Unrecognised actuarial loss 649 1,297 1,284 1,565 2,047
Liability recognised (2,430) (2,607) (1,139) (1,356) (1,745)
Experience adjustment on assets – – 147 (164) (393)Experience adjustment on liabilities – – 28 193 246
Telephone rebatesDefined benefit obligation (177) (251) (307) (443) (484)Unrecognised actuarial (gain)/loss (2) 53 25 156 159
Liability recognised (179) (198) (282) (287) (325)
Experience adjustment on liabilities – – (25) 2 2
The experience adjustments on asset and liabilities for each of the financial periods ended March 31, 2005 and 2006 have not beendisclosed due to the fact that it was impractical to determine the information.
* During the March 31, 2007 year end Telkom actuaries performed a full valuation while for the March 31, 2006 year end a roll forward method was
used, as permitted under IAS19, to determine the present value of the benefit obligation and the fair value of the plan assets using the March 31, 2005
statutory valuation as a base applying the relevant assumptions determined by management to arrive at the present value of the benefit obligation, and
the fair value of the plan assets.
This change in estimate resulted in a movement to the actuarial loss of R700 million and the fair value of the plan assets of R350 million in respect of the
March 31, 2007 estimates. The remaining R1,291 million is a result of the actual investment returns exceeding the expected return for the March 31, 2007
year end.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009214
2007 2008 2009Rm Rm Rm
31. TRADE AND OTHER PAYABLES 7,237 8,771 5,538
Trade payables 5,511 6,768 2,955
Finance cost accrued 22 39 156
Accruals and other payables 1,704 1,964 2,427
Accruals and other payables mainly represent amounts payable for
goods received, net of Value Added Taxation obligations.
32. RECONCILIATION OF PROFIT FOR THE YEAR TO CASH GENERATED FROM OPERATIONS*
Cash generated from operations 20,520 21,256 20,394
Profit for the year 8,849 8,172 4,247
Finance charges and fair value movements 1,125 1,803 3,765
Taxation 4,731 4,704 3,681
Investment income (235) (197) (216)
Interest received from debtors (190) (257) (273)
Non-cash items 6,582 6,930 10,292
Depreciation, amortisation, impairment and write-offs 5,315 6,130 8,155
Cost of equipment disposed when recognising finance leases 240 88 71
Increase in provisions 1,107 857 1,387
Profit on disposal of property, plant and equipment and intangible assets (29) (147) (29)
Vodacom broad-based black economic empowerment charge – – 691
Profit on disposal of investment and subsidiaries (52) – –
Loss on disposal of property, plant and equipment and intangible assets 1 2 17
(Increase)/decrease in working capital (342) 101 (1,102)
Inventories (393) (354) (1,130)
Accounts receivable (758) (784) (812)
Accounts payable 809 1,239 840
33. FINANCE CHARGES PAID* (1,115) (1,077) (2,164)
Finance charges per income statement (1,125) (1,803) (3,765)
Non-cash items 10 726 1,601
Movements in interest accruals (119) 101 105
Net discount amortised 409 568 698
Capitalised finance leases – – 178
Capitalised foreign exchange – – 38
Fair value adjustment (338) (243) 183
Unrealised gain 58 300 399
* Cash flows includes the cash flows related to assets held for sale and disposal groups.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
34. TAXATION PAID* (5,690) (4,277) (3,947)
Taxation payable at beginning of year (1,549) (74) (314)
Current taxation (excluding deferred taxation) (3,545) (3,807) (3,412)
Foreign currency translation reserve – (32) 2
Business combinations – – 2
Secondary taxation on companies (670) (678) (425)
Taxation payable at end of year 74 314 200
Reconciliation of net taxation liability at end of year** (74) (314) (200)
Income taxation receivable 520 9 125
Continuing operations 520 9 91
Disposal groups – – 34
Income taxation payable (594) (323) (325)
Continuing operations (594) (323) (50)
Disposal groups – – (275)
* Cash flows includes the cash flows related to assets held for sale and disposal groups.
** The split income taxation receivable and income taxation payable was split in 2009 to disclose the effect of the discontinued operations.
35. DIVIDEND PAID (4,784) (5,732) (3,336)
Dividend payable at beginning of year (4) (15) (20)
Declared during the year – Dividend on ordinary shares: (4,678) (5,627) (3,306)
Final dividend for 2006: 500 cents (2,599) – –
Special dividend for 2006: 400 cents (2,079) – –
Final dividend for 2007: 600 cents – (3,069) –
Special dividend for 2007: 500 cents – (2,558) –
Final dividend for 2008: 660 cents – – (3,306)
Dividends paid to minority interest (117) (110) (33)
Dividend payable at end of year 15 20 23
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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36. ACQUISITION AND DISPOSALS OF SUBSIDIARIES, JOINT VENTURES AND MINORITY INTERESTS36.1 Acquisitions
By Telkom 2007 2008 2009
Rm Rm Rm
Multi-Links Telecommunications Limited (Multi-Links Telecommunications) (25%)
Telkom International (Proprietary) Limited acquired 75% of the issued
share capital of Multi-Links Telecommunications Limited from Kenston
Investment Limited on May 1, 2007. Telkom also granted Kenston the
irrevocable right and option (put option) to require Telkom to acquire all
of the shares held by Kenston (25% shareholding) in Multi-Links, at any
time during the 90 day period following the second anniversary of the
effective date. On initial recognition, a liability of R661 million,
representing the higher of the transaction share price and the fair value,
was recognised under non-current other financial liabilities.
A corresponding debit was recognised in non-distributable reserves.
The put option was exercised on January 21, 2009 for R1,328 million
(US$130 million at US$1 = R10.2188). The liability was derecognised
and a corresponding credit consisting of R661 million reversal of equity
and R667 million relating to changes in the fair value of the put option
subsequent to initial recognition, was recognised directly in equity.
Put option – – 1,328
Africa Online Limited (Africa Online)
On February 23, 2007 Telkom acquired a 100% shareholding of Africa
Online from African Lakes Corporation for a total cost of R150 million,
with a resulting goodwill of R145 million.
Africa Online is an internet service provider active in Cote d’Ivoire, Ghana,
Kenya, Namibia, Swaziland, Tanzania, Uganda, Zambia and Zimbabwe.
Africa Online is incorporated in the Republic of Mauritius.
At acquisition date the company was not IFRS compliant and thus no fair
value information based on IFRS was available.
The process of calculating a fair value of the identified assets, liabilities
and contingent liabilities has been finalised.
The fair value of the assets and liabilities acquired were determined as follows:
Fair value of intangible assets (licences R1 million, brand R42 million) 43 – –
Less: Deferred taxation raised on intangible assets (12) – –
Less: Net liabilities acquired (excluding fair value of intangible assets) (26) – –
Fair value of net assets acquired 5 – –
Goodwill 145 – –
Purchase price 150 – –
The goodwill has been allocated to the various cash-generating units (’CGU’) representative of the countries in which Africa Online Limited
operates.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
36. ACQUISITION AND DISPOSALS OF SUBSIDIARIES, JOINT VENTURES AND MINORITY INTERESTS (continued)
36.1 Acquisitions (continued)By the Group’s subsidiariesMulti-Links Telecommunications Limited (’Multi-Links Telecommunications’) (75%)On May 1, 2007 Telkom acquired a 75% shareholding in Multi-Links Telecommunications through Telkom International, a wholly owned South African subsidiary, for a total cost of R1,985 million.
Multi-Links Telecommunications is a Nigerian Private Telecommunications Operator with a Unified Access Licence providing fixed, mobile, data, long distance and international telecommunications services throughout Nigeria. Multi-Links is domiciled and incorporated in Nigeria.
The purchase price allocation was completed during the 2008 financial year, and has resulted in goodwill being adjusted.
The following intangible assets were identified and valued at the end of the year:
Customer relationship – 61 –Licence – 36 –Brand – 105 –
Fair value of intangible assets – 202 –
The fair value of the assets and liabilities acquired were determined as follows:Net assets acquired (excluding fair value of intangible assets) – 236 –Fair value of intangible assets – 202 –Less: Contingencies recognised – (35) –Less: Deferred taxation raised on intangible assets – (65) –
Fair value of net assets acquired – 338 –Less: Minority interest – (80) –Goodwill – 1,727 –
Purchase price* – 1,985 –
* The purchase price was settled in cash.
Disposal group By the Group’s 50% joint venture, VodacomStorage Technology Services (Proprietary) Limited – – 69 Gateway – – 2,846 Smartphone SP (Proprietary) Limited and subsidiaries 168 468 –Smartcom (Proprietary) Limited 4 9 –Africell Cellular Services (Proprietary) Limited 40 – –InterConnect s.p.r.l 10 – –Cointel VAS (Proprietary) Limited 73 – –
DisposalsBy the Group’s 50% joint venture, VodacomIthuba Smartcall (Proprietary) Limited – – –Stand 13 Eastwood Road Dunkeld (Proprietary) Limited – 8 –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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37. UNDRAWN BORROWING FACILITIES AND GUARANTEES37.1 Rand denominated facilities and guarantees
Telkom has general banking facilities of R6,226 million. The facilities are unsecured, when drawn bear interest at a rate linked to prime,
have no specific maturity date and are subject to annual review. R3,000 million of these undrawn facilities were committed.
37.2 Foreign denominated facilities and guarantees
2007 2008 2009
Guarantor Details Beneficiary Rm Rm Rm
Telkom SA Limited Punctual payment and performance by Various US$3 million – 23 26
Africa Online under the Trade Finance (2008:
Facility Agreement to various banks US$3 million)
First Bank of Nigeria plc Guarantee on lending facility from Export Nortel Networks US$18 million – 147 171
(on behalf of Multi-links Bank of Canada to Nortel Networks for Canada (2008:
Telecommunications the purchase of Telecommunications US$18 million)
Limited) equipment phases – 9a, 9b, 9c and 9d
Zenith Bank plc (on Guarantee payment to Gilat Satcom Gilat Satcom US$0.1 million – 1 1
behalf of Multi-links Limited in respect of interconnect Limited (2008:
Telecommunications service (standby letter of credit) US$0.1 million)
Limited)
Zenith Bank plc (on Support the bid award of the contract NCC US$0.1 million – 1 1
behalf of Multi-links for the submission of the proposal to (2008:
Telecommunications provide wire to Nigerian Telecommuni- US$0.1 million)
Limited) cations Services
Zenith Bank plc (on Issued in favour of Huawei Technology Huawei US$31 million – 250 294
behalf of Multi-links Investment Company Limited for the Technology (2008:
Telecommunications supply of core telecommunications Investment US$31 million)
Limited) services Company
Limited
Zenith Bank plc (on Issued in favour of Huawei Technology Huawei US$11 million – 88 104
behalf of Multi-links Investment Company Limited for the Technology (2008:
Telecommunications supply of core telecommunications Investment US$11 million)
Limited) services Company
Limited
– 510 597
Disposal group
Rand denominated facilities and guarantees
The Group exposure is 50% of the following items:
Vodacom has Rand denominated credit facilities totalling R15,675 million with R12,335 million utilised as at March 31, 2009. The
facilities that are uncommitted can also be utilised for loans to foreign entities and are subject to review at various dates (usually on an
annual basis). Certain of the facilities are still subject to the Group’s final acceptance.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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37. UNDRAWN BORROWING FACILITIES AND GUARANTEES (continued)37.2 Foreign denominated facilities and guarantees
Rand denominated facilities and guarantees (continued)2007 2008 2009
Guarantor Details Beneficiary Rm Rm Rm
Vodacom (Proprietary) All guarantees individually less than Various 3 2 2 Limited R2 million
Vodacom Service All guarantees individually less than Various 3 3 2 Provider Company R2 million(Proprietary) Limited
Vodacom Service Guarantee in respect of receipt of SA Insurance 27 32 35 Provider Company independent intermediaries of premiums Association (Proprietary) Limited on behalf of short-term insurers and for benefit
Lloyd’s underwriters, and relating to of insurersshort-term insurance business carried on in RSA. Renewable annually
Smartcom (Proprietary) Guarantees for salary bank account Various 3 – –Limited and debit orders
Cointel VAS (Proprietary) Guarantees for operating lease Various 1 – –Limited and debit orders
Vodacom (Proprietary) Letter of undertaking in respect of land Attorneys 7 17 33 Limited
Vodacom Properties Lease guarantees Various – – 3 No.2 (Proprietary) Limited
44 54 75
The Group exposure is 50% of the following items:Vodacom Congo (RDC) s.p.r.l. has various facilities of US$31 million which was fully utilised as at March 31, 2009. VodacomInternational Limited has a revolving term loan of US$180 million which was fully utilised at March 31, 2009. Vodacom Lesotho(Proprietary) Limited has overdraft facilities with various banks of M25 million of which M13 million was utilised at March 31, 2009.Vodacom Tanzania Limited has medium-term loans for US$47 million and TZS54,000 million of which US$40 million and TZSNil wasutilised at March 31, 2009. Foreign currency term facilities are predominantly US Dollar based, at various maturities and are utilised forbridging and short-term working capital needs.
2007 2008 2009Guarantor Details Beneficiary Rm Rm Rm
Vodacom Group Guarantees issued for the obligation of Standard Bank US$180 million 1,312 1,463 1,735 (Proprietary) Limited Vodacom International Limited’s term plc and RMB (2008:
loan facility*# International US$180 million;(Dublin) Limited 2007:
US$180 million)
1,312 1,463 1,735
* Foreign denominated guarantees amounting to R1,735 million (2008: R1,463 million; 2007: R1,312 million) issued in support of Vodacom Congo (RDC)
s.p.r.l. are included as liabilities in the disposal group held for sale.
# The Group is in compliance with the covenants attached to the term loan facility.
Companies within the Group have provided the following guarantees:Vodacom (Proprietary) Limited provides an unlimited guarantee for borrowings entered into by Vodacom Group (Proprietary) Limited.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
38. COMMITMENTSCapital commitments
Capital commitments authorised 11,167 15,198 7,928
Fixed-line 7,000 7,000 6,991
Mobile 4,159 5,211 –
Multi-Links – 355 847
Other 8 2,632 90
Commitments against authorised capital expenditure 1,099 3,504 1,393
Fixed-line 506 652 539
Mobile 591 800 –
Multi-Links – 355 847
Other 2 1,697 7
Authorised capital expenditure not yet contracted 10,068 11,694 6,535
Fixed-line 6,494 6,348 6,452
Mobile 3,568 4,411 –
Multi-Links – – –
Other 6 935 83
Capital commitments comprise commitments for property, plant and
equipment and software included in Intangible assets.
Management expects these commitments to be financed from
proceeds of the Vodacom sale.
2010 FIFA World Cup commitments
The FIFA World Cup commitment is an executory contract which requires Telkom to develop the fixed-line components of the necessary
telecommunications infrastructure needed to broadcast this event to the world. This encompasses the provisioning of the fixed-line
telecommunications related products and services and, where applicable, the services of qualified personnel necessary for the planning,
management, delivery, installation and de-installation, operation, maintenance and satisfactory functioning of these products and services.
Furthermore as a National Supporter. Telkom owns a tier 3 sponsorship that grants Telkom a package of advertising, promotional and
marketing rights that are exercisable within the borders of South Africa. Telkom entered into a barter transaction in return for which it has
an outstanding commitment to FIFA of R243 million (2008: R260 million) as at March 31, 2009. This has been recognised in intangible
assets (note 12) and has been included in the disclosure note.
Total <1 year 1 – 5 years >5 years
Rm Rm Rm Rm
Operating lease commitments and receivables
2009
Land and buildings 583 290 281 12
Rental receivable on buildings (271) (99) (170) (2)
Vehicles 1,137 261 876 –
Equipment 15 6 9 –
Customer premises equipment receivables (87) (48) (39) –
Total 1,377 410 957 10
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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38. COMMITMENTS (continued)Total <1 year 1 - 5 years >5 years
Rm Rm Rm Rm
Operating lease commitments and receivables (continued)2008Land and buildings 2,061 341 913 807 Rental receivable on buildings (266) (94) (169) (3)Transmission and data lines 709 134 490 85 Vehicles 1,444 233 1,211 –Equipment 13 10 3 –Sport and marketing contracts 680 282 395 3 Customer premises equipment receivables (84) (45) (39) –
Total 4,557 861 2,804 892
2007Land and buildings 1,465 289 771 405 Rental receivable on buildings (269) (91) (174) (4)Transmission and data lines 262 68 159 35 Vehicles 573 568 5 –Equipment 23 6 17 –Sport and marketing contracts 441 164 275 2 Customer premises equipment receivables (57) (30) (27) –
Total 2,438 974 1,026 438
Customer premises equipment receivableThe disclosed information relates to those arrangements which were assessed to be operating leases in terms of IAS17.
Operating leasesThe Group leases certain buildings, vehicles and equipment. The majority of the lease terms negotiated for equipment-related premises are10 years with other leases signed for five and three years. The majority of the leases contain an option clause entitling Telkom to renewthe lease agreements for a period usually equal to the main lease term.
The minimum lease payments under these agreements are subject to annual escalations, which range from 6% to 15%.
Penalties in terms of the lease agreements are only payable should Telkom vacate a premises and negotiate to terminate the leaseagreement prior to the expiry date, in which case the settlement payment will be negotiated in accordance with the market conditions ofthe premises. Future minimum lease payments under operating leases are included in the above note. Onerous leases for buildings, ofwhich Telkom has no further use, no possibility of sub-lease and no option to cancel, are provided for in full and included in other provisions(refer to note 29).
The master lease agreement for vehicles was for a period of five years and then extended for an additional three years which resulted inthe lease expiring on March 31, 2008. During August 2007 new terms were negotiated and approved and as a result the operatinglease commitments for vehicles are based on the new agreement which expires on March 31, 2013.
In accordance with this agreement Telkom is not allowed to lease any similar vehicle as specified in the contract from any other serviceprovider during the five year period except for the rentals at airport which are utilised in cases of subsistence and travel as well as vehicleswhich are not part of the agreement.
The agreement is structured to have no lease increases on vehicles that are continually leased from the lessor. If a vehicle is, however,replaced by a new similar vehicle, the lease costs of the newest vehicle will increase by the Consumer Price Index. All leased vehicles are,however, subject to any variance in the interest rate fluctuations and are adjusted as and when the adjustments are announced by the SouthAfrican Reserve Bank. The leases of individual vehicles are renewed annually.
The master lease agreements for office equipment are with two suppliers with initial periods of 36 months effective from November 25,2005. Upon expiry of the initial lease agreement on November 25, 2008, an extension of the lease was negotiated until November 24,2009. In terms of these agreements the leases of individual equipment shall be valid for 36 months at a fixed fee for the entire period.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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38. COMMITMENTS (continued)Total <1 year 1 – 5 years >5 years
Rm Rm Rm Rm
Finance lease commitments2009BuildingMinimum lease payments 1,654 113 546 995 Finance charges (822) (112) (426) (284)
Finance lease obligation 832 1 120 711
EquipmentMinimum lease payments 7 5 2 –Finance charges (2) (1) (1) –
Finance lease obligation 5 4 1 –
VehiclesMinimum lease payments 187 47 140 –Finance charges (38) (15) (23) –
Finance lease obligation 149 32 117 –
2008BuildingMinimum lease payments 2,198 257 791 1,150 Finance charges (1,031) (152) (496) (383)
Finance lease obligation 1,167 105 295 767
EquipmentMinimum lease payments 16 4 12 –Finance charges (2) – (2) –
Finance lease obligation 14 4 10 –
VehiclesMinimum lease payments 242 48 194 –Finance charges (59) (20) (39) –
Finance lease obligation 183 28 155 –
2007BuildingMinimum lease payments 2,412 227 853 1,332 Finance charges (1,198) (166) (540) (492)
Finance lease obligation 1,214 61 313 840
EquipmentMinimum lease payments 6 – 6 –Finance charges – – – –
Finance lease obligation 6 – 6 –
Finance leasesFinance leases on vehicles relates to the lease of Swap bodies. The lease term for the Swap bodies is April 2008 to April 2013.
A major portion of the finance leases relates to the sale and lease-back of the Group’s office buildings. The lease term negotiated for thebuildings is for a period of 25 years ending 2019. The minimum lease payments are subject to an annual escalation of 10% p.a. Telkomhas the right to sublet part of the buildings. In case of breach of contract, the lessor is entitled to cancel the lease agreement and claimdamages.
Finance leases on equipment mainly relates to office equipment. The lease term negotiated for the finance leases is for a period of threeyears ending in 2011.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
39. CONTINGENCIESThird parties 28 27 18
Fixed-line 19 18 18
Mobile 4 4 –
Multi-Links – – –
Other 5 5 –
Third parties
These amounts represent sundry disputes with suppliers that are not individually significant and that the Group does not intend to settle.
Supplier dispute
Telcordia instituted arbitration proceedings against Telkom in March 2001 before a single arbitrator of the International Court of Arbitration,
operating under the auspices of the International Chamber of Commerce. Telcordia is seeking to recover approximately US$130 million
for monies outstanding and damages, plus costs and interest at a rate of 15.5% per year which was increased by Telcordia to
US$172 million in the 2007 financial year and subsequently decreased to US$128 million in the 2008 financial year. The arbitration
proceeding relates to the cancellation of an agreement entered into between Telkom and Telcordia during June 1999 for the development
and supply of an integrated end-to-end customer assurance and activation system by Telcordia.
In September 2002, the arbitrator found that Telkom had wrongfully repudiated the contract and a partial award was issued by the
arbitrator in favour of Telcordia. Telkom subsequently filed an application in the South African High Court to review and set aside the partial
award. On November 27, 2003, the South African High Court set aside the partial award and issued a cost order in favour of Telkom.
On May 3, 2004, the South African High Court dismissed an application by Telcordia for leave to appeal and ordered Telcordia to pay
the legal costs of Telkom.
On November 29, 2004 the Supreme Court of Appeals granted Telcordia leave to appeal. Telcordia filed a notice of appeal and also
petitioned the United States District Court for the District of Columbia to confirm the partial award, which petition was dismissed, along
with a subsequent appeal. Following the dismissal of the appeal, Telcordia filed a similar petition in the United States District Court of New
Jersey. The United States District Court of New Jersey also dismissed Telcordia’s petition, reaffirming the decision of the United States District
Court of Columbia. Telcordia appealed this dismissal, which was later dismissed by the Appeals Court of New Jersey.
The appeal by Telcordia in the Supreme Court of Appeals was set down for and heard on October 30 and October 31, 2006. Following
the successful upholding of the appeal, Telkom filed an application for leave to appeal to the Constitutional Court on only the issue revolving
around the Supreme Court of Appeals’ failure to recognise Telkom’s rights of access to the courts under the South African Arbitration Act.
The Constitutional Court has since dismissed Telkom’s appeal with costs. The Constitutional Court judgment brought finality to the dispute
over the merits of Telcordia’s claim against Telkom and the parties reconvened the arbitration in May 2007 to deal with the amount of
damages to which Telcordia is entitled.
Two hearings were held at the International Dispute Resolutions Centre (IDRC). The first hearing was held in London on May 21, 2007
and was a ’directions hearing’, in terms of which the parties consented to a ruling by the arbitrator setting out a consolidated list of
proposals and issues to form part of the damages hearing.
The second hearing was held in London at the IDRC on June 25 and 26, 2007 and dealt with the application by Telcordia for the striking
out of part of Telkom’s defence on the basis that Telkom had raised issues in its defence that had already been heard by the arbitrator prior
to his partial award. This application was dismissed by the arbitrator. The arbitrator also made a ruling compelling Telcordia to provide
certain particulars requested by Telkom with regard to the claims by Telcordia. In his ruling, the arbitrator also set out a list of issues for
determination of the damages.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009224
39. CONTINGENCIES (continued)Supplier dispute (continued)The mediation took place in London in February and April of 2008 without success. In the interim the parties agreed to the appointmentby the arbitrator of a third party expert to deal with the technical issues in relation to the software that was required to be provided byTelcordia, who will make a recommendation to the arbitrator in dealing with the amount of the claims. A further hearing was held beforethe arbitrator in October 2008 during which the arbitrator permitted Telkom to amend its statement of defence. Further hearings were heldbefore the software expert in November 2008 and he has made his report available.
The parties have now agreed that the whole question of “integration” of the software will be done at an experts only hearing (no lawyers)before Mr P Burns, a software expert in Johannesburg during October 2009. The hearings before the software expert will have an impacton the quantum of the other claims. The arbitrator has confirmed that the final hearing will be from January 25 to February 10, 2010, inJohannesburg.
Although Telkom is currently unable to predict the exact amount that it may eventually be required to pay Telcordia, it has made provisionsfor estimated liabilities in respect of the Telcordia claim in the sum of US$70 million (R664 million), including interest and legal fees. Telkomwill be required to fund any payments to Telcordia from cash flows or the incurrence of debt and the amount of any damages aboveTelkom’s provision would increase Telkom’s liabilities and decrease its net profit, which could have a material adverse effect on its financialcondition, cash flows and results of operations.
A provision has been raised based on management’s best estimate of the probable payments in this regard.
2007 2008 2009Rm Rm Rm
Supplier dispute liability included in current portion of provisions 527 569 664*
The provision has not increased from March 31, 2007, except for foreign exchange movements.* US$70 million (2008: US$70 million; 2007: US$70 million).
Competition CommissionTelkom is party to a number of legal and arbitration proceedings filed by parties with the South African Competition Commission alleginganti-competitive practices described below. If Telkom were found to have committed prohibited practices as contained in the CompetitionAct, 1998, as amended. Telkom could be required to cease these practices, divest these businesses and be fined a penalty of up to 10%of Telkom’s annual turnover, excluding the turnover of subsidiaries and joint ventures, for each complaint for the financial years prior to thedates of the complaints. The Competition Commission has to date not imposed the maximum penalty on any offender.
On July 31, 2008, Telkom received a summons issued by the Competition Commission requesting information in connection withinvestigations being conducted by the Competition Commission into five complaints against Telkom described in greater detail below by theInternet Service Association, MWEB, Internet Solutions and Verizon SA Limited. The summons was subsequently withdrawn by the CompetitionCommission following an agreement with Telkom in a co-operative process with the Competition Commission as part of the CompetitionCommission’s ongoing investigations into these complaints. The investigation is expected to be finalised in the 2009 calendar year.
As competition continues to increase, Telkom expects that we will become involved in an increasing number of disputes regarding thelegality of services and products provided by Telkom and third parties. These disputes may range from court lawsuits to complaints lodgedby or against Telkom with various regulatory bodies. Telkom is currently unable to predict the amount that it may eventually be required topay in these proceedings. However, Telkom has not included provisions for any of these claims in our financial statements. In addition,Telkom might need to spend substantial amounts defending or prosecuting these claims even if it is ultimately successful. If Telkom is requiredto cease these practices, divest from the relevant businesses or pay significant fines, Telkom’s business and financial condition could bematerially and adversely affected and its revenue and net profit could decline. Telkom may be required to fund any penalties or damagesfrom cash flows or drawings on our credit facilities, which could cause its indebtedness to increase.
Independent Cellular Services Provider Association of South Africa (ICSPA)In 2002, the ICSPA filed a complaint against Telkom at the Competition Commission in terms of the Competition Act, alleging that Telkomhad entered into contracts with large corporations, providing large discounts with the effect of discouraging the corporates from using the’premicell’ device installed by their members. ICSPA also alleged various contraventions of the Competition Act by Telkom. Telkom providedthe Competition Commission with certain information requested. Telkom also referred the Competition Commission to its High Courtapplication in respect of utilisation of the ’premicell’ device. The Competition Commission declined to refer the matter to the CompetitionTribunal. ICSPA then referred the matter to the Competition Tribunal on September 18, 2003. Telkom filed its answering affidavit onNovember 28, 2003. ICSPA has taken no further action since then.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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39. CONTINGENCIES (continued)Competition Commission (continued)
The South African Value Added Network Services (SAVA)
On May 7, 2002, the South African Value Added Network Services Providers’ Association, an association of VANS providers, filed
complaints against Telkom at the Competition Commission of the Republic of South Africa under the South African Competition Act, 89 of
1998, alleging, among other things, that Telkom was abusing its dominant position in contravention of the Competition Act, 89 of 1998,
and that it was engaged in price discrimination. The Competition Commission determined, among other things, that several aspects of
Telkom’s conduct contravened the Competition Act, 89 of 1998, and referred certain of the relevant complaints to the Competition Tribunal
for adjudication. The referred complaints deal with Telkom’s alleged refusal to provide telecommunications facilities to certain VANS
providers to construct their networks, refusal to lease access facilities to VANS providers, provision of bundled and cross subsidised
competitive services with monopoly services, discriminatory pricing with regard to leased line services and alleged refusal to peer with
certain VANS providers.
Telkom brought an application for review against the Competition Commission and the Competition Tribunal in the South African High
Court, in respect of the decision by the Competition Commission to refer the matters to the Competition Tribunal. Telkom is of the view that
the Competition Tribunal does not have jurisdiction to adjudicate these matters and argued that ICASA has the requisite jurisdiction. In the
review application, Telkom also sought to set aside the decision by the Competition Commission to refer the complaints to the Competition
Tribunal on the basis that the Competition Commission was biased, that the referral was out of time and that the Competition Commission
had not adhered to the memorandum of understanding between it and ICASA. Only the Competition Commission opposed the application
and filed an answering affidavit.
The main complaint at the Competition Commission was held over pending the outcome of the review application.
The application for review was heard on April 24 and 25, 2008. The South African High Court judge set aside the decision of the
Competition Commission to refer the SAVA complaints and the Omnilink complaint against Telkom discussed below to the Competition
Tribunal. The decision was made based on three grounds, namely that:
• the Competition Commission failed to comply with the peremptory provisions of the memorandum of understanding between the
Competition Commission and ICASA;
• the referral was out of time, on the basis that the agreements with the complainants to extend the time which the Competition Commission
was allowed to investigate the complaints were invalid; and
• the Competition Commission’s reliance on a report by the Link Centre created reasonable apprehension of bias, since some of the
complainants contribute financially to the Link Centre and the Link Centre’s advisory board includes employees of the complainants in
the SAVA complaints.
The judge did not make a decision on the question of jurisdiction (ie, whether ICASA or the Competition Tribunal has the jurisdiction to
deal with competition matters in the electronic communications industry).
On July 3, 2008 the Competition Commission filed an application for leave to appeal the decision of the High Court on the basis that the
judge erred on the issue of bias as well as his finding that issues surrounding the extension of time to investigate the issues constitutes a
ground for review. Telkom then filed an application for leave to cross-appeal on July 11, 2008. The main basis of Telkom’s cross-appeal
is that Telkom believes that the judge erred in failing to make a decision as to whether ICASA or the Competition Commission and
Competition Tribunal should deal with this type of complaint. The application for leave to appeal as well as the application for leave to
cross-appeal were granted by the Pretoria High Court on October 9, 2008. The parties are attending to the filing of the record of
proceedings before the High Court as well as the parties’ heads of argument, after which the Registrar of the Supreme Court of Appeal
will inform the parties of the date for the hearing. The main complaint before the Competition Tribunal will continue to be held over pending
the outcome of the appeal and cross-appeal.
This matter is not expected to be finalised within the 2010 financial year.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009226
39. CONTINGENCIES (continued)Competition Commission (continued)
Omnilink
On August 22, 2002 Omnilink filed a complaint against Telkom at the Competition Commission alleging that Telkom was abusing its
dominance by discriminating in its price for Diginet services as against those charged to VANS and the price charged to customers who
apply for a Telkom VPN solution. The Competition Commission conducted an enquiry and subsequently referred the complaint, together
with the SAVA complaint, to the Competition Tribunal for adjudication. This matter is currently being dealt with together with the SAVA matter
discussed previously.
Orion/Telkom (Standard Bank and Edcon): Competition Tribunal
In April 2003, Orion filed a complaint against Telkom, Standard Bank and Edcon at the Competition Commission concerning Telkom’s
discounts offered on public switched telecommunication services to corporate customers. In terms of the rules of the Competition
Commission, the Competition Commission, who acts as an investigator, had one year to investigate the complaint. Orion, simultaneously
with the filing of the complaint, also filed an application against Telkom, Standard Bank and Edcon at the Competition Tribunal, for an
interim order interdicting and restraining Telkom from offering Orion’s corporate customers reduced rates associated with Telkom’s Cellsaver
discount plan.
The Competition Commission completed its investigation and decided that there was no prima facie evidence of any contravention of the
Competition Act. Orion however referred the matter to the Competition Tribunal in terms of section 51 of the Competition Act, which allows
for parties to refer matters to the Competition Tribunal themselves. Telkom has not yet filed its answering affidavit in the main complaint
before the Competition Tribunal. To date there have been no further developments on this matter.
The Internet Service Providers Association (ISPA)
In December 2005, the ISPA, an association of ISPs, filed complaints against Telkom at the Competition Commission regarding alleged
anti-competitive practices on the part of Telkom. The complaints deal with the cost of access to SAIX, the prices offered by TelkomInternet,
the alleged delay in provision of facilities to ISPs and the alleged favourable installation timelines offered to TelkomInternet customers. The
Competition Commission has formally requested Telkom to provide it with certain records of orders placed for certain services, in an attempt
to first investigate the latter aspects of the complaint. Telkom provided the Competition Commission with the information.
MWEB and Internet Solutions (IS)
On June 29, 2005, MWEB and Internet Solutions, or IS, jointly lodged a complaint with the Competition Commission against Telkom and
also requested interim relief at the Competition Tribunal. The complaint at the Competition Commission mainly deals with Telkom’s pricing
for ADSL retail products and its IP Connect products, the termination of the peering link between Telkom and IS, the wholesale pricing of
SAIX bandwidth for ADSL users of other internet service providers, the architecture of Telkom’s ADSL access route and the manner in which
internet service providers can only connect to Telkom’s edge service router via IP Connect as well as alleged excessive pricing for bandwidth
on Telkom’s international undersea cable. The application for interim relief at the Competition Tribunal dealt with allegations that Telkom
should maintain the peering link between IS and Telkom in terms of its current peering agreement, and demanded that Telkom treat the
traffic generated by ADSL customers of MWEB as traffic destined for the peering link and that Telkom upgrade its peering link to
accommodate the increased ADSL traffic emanating from MWEB and maintain a maximum of 65% utilisation. Telkom filed its answering
affidavit, and is awaiting IS and MWEB’s replying affidavit.
Since then, Telkom has entered into a new peering agreement with IS and has responded to numerous documentation and information
requests from the Competition Commission. To date neither MWEB nor IS has filed a replying affidavit in the interim relief application.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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39. CONTINGENCIES (continued)Competition Commission (continued)
MWEB
On June 5, 2007, MWEB brought an application against Telkom for interim relief at the Competition Tribunal with regard to the manner
in which Telkom provides wholesale ADSL internet connections. MWEB requested the Competition Tribunal to grant an order of interim
relief against Telkom to charge MWEB a wholesale price for the provision of ADSL internet connections which is not higher than the lowest
retail price. MWEB further applied for an order that Telkom implement the migration of end customers from Telkom PSTS ADSL access to
MWEB without interruption of the service. Telkom raised the objection that the Competition Tribunal does not have jurisdiction to hear the
matter in its answering affidavit filed at the Competition Tribunal. Telkom still had to “plead over” as to the merits of the matter. Telkom also
filed an application in the Transvaal Provincial Division of the South African High Court on July 3, 2007 for an order declaring that the
Competition Tribunal does not have jurisdiction to hear the application for interim relief made to it by MWEB.
The application before the High Court was set down for hearing during the first quarter of the 2009 financial year. The parties however
entered into settlement negotiations, which resulted in the withdrawal of the interim relief application at the Competition Tribunal by MWEB
as well as a withdrawal of the jurisdictional challenge filed at the South African High Court by Telkom. The parties are in further
negotiations.
Verizon SA Limited (Verizon)
Verizon filed a complaint against Telkom on March 22, 2007 alleging that Telkom charges an excessive price on services rendered to
Verizon thereby inducing Verizon’s customers not to deal with Verizon, engages in exclusionary conduct through “margin squeeze” in
offering prices to end-users which are lower than the prices at which it sells rights of access to its infrastructure on a wholesale basis to
Verizon, and that Telkom engages in price discrimination against Verizon.
Internet Solutions (IS)
IS filed a complaint against Telkom at the Competition Commission during December 2007. The complaint alleges abusive conduct by
Telkom. IS specifically alleges that Telkom is charging excessive prices that bear no reasonable relation to the economic value of the goods
or services, that Telkom has raised the wholesale cost to downstream competitors, while also reducing the downstream retail price to clients;
engaging in margin squeeze, that Telkom has introduced a series of bundled products (namely Telkom Closer Products) that limit the ability
of rivals in particular markets to compete effectively, and Telkom is offering discriminatory prices in relation to a number of infrastructural
and service items that IS is compelled to purchase from Telkom.
While that complaint was being investigated by the Competition Commission IS brought an application to the Competition Commission
for interim relief requesting: that Telkom be ordered to charge IS a wholesale price for telecommunication facilities to provide virtual private
network services to its customers no higher than the lowest retail price for such connection charged to Telkom’s VPN Supreme customers
and ordering that the costs of the application be paid by Telkom.
Telkom opposed the application of by IS at the Competition Tribunal although it is unable to finalise its opposing papers due to difficulties
associated with the manner in which IS claimed confidentiality over the application. No further activity has taken place with regard to the
interim relief application to date.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009228
39. CONTINGENCIES (continued)Competition Commission (continued)
Telecom and Broadcasting (Proprietary) Limited (Maredi)
Maredi
Maredi served a notice of motion on Telkom, Ericsson SA and Telsaf Data (Pty) Ltd on January 8, 2009. The matter relates to a tender
published by Telkom for the supply of point-to-point split mount microwave equipment. Maredi, Telsaf, Ericsson and a fourth company,
Mobax, were shortlisted. The tender was awarded by Telkom to Telsaf and Ericsson.
Maredi applied for a court order, with a court hearing date set for February 3, 2009, requesting that the court prevent Telkom from entering
into a contract with Ericsson and Telsaf or either party, and from ordering goods or services from Ericsson and Telsaf pursuant to the tender.
Maredi also requested an order that the court review and set aside the award of the tender to Telsaf and Ericsson or either of the
aforementioned parties, and refer the tender back to Telkom in order for Telkom to reconsider its award. Maredi alleged that there were
certain irregularities in the tender process in that Telkom did not follow fair procedures by failing to comply with its own mandatory
procedural requirements, that Telkom acted arbitrarily and in bad faith, that Telkom was biased in favour of Ericsson and that Ericsson should
have been disqualified as it failed to meet Telkom’s critical criteria as set out in the tender.
Numerous allegations in the application, including accusations against certain members of the Procurement Review Council and allegations
by Maredi of compliance by them to the technical critical criteria, were refuted by Telkom. Telkom and Ericsson opposed the application
and filed their respective opposing affidavits. Telsaf did not oppose the application. The matter was ultimately set down for hearing on
February 20, 2009 and Maredi’s application was dismissed with costs. However, Maredi is proceeding with a review application in the
ordinary course and Telkom is opposing the application.
Telkom is not currently able to predict when these disputes may be resolved or the amount that Telkom may eventually be required to pay,
however, Telkom has not included provisions for all of these claims in our consolidated financial statements. In addition, Telkom may need
to spend substantial amounts defending or prosecuting these claims even if Telkom is ultimately successful. If Telkom were to lose these or
future legal and arbitration proceedings, Telkom could be prohibited from engaging in certain business activities and could be required to
pay substantial penalties and damages, which could cause Telkom’s revenue and net profit to decline and have a material adverse impact
on the business and financial condition. Telkom may be required to fund any penalties or damages from cash flows or drawings on our
credit facilities, which could cause Telkom’s indebtedness to increase.
Telkom is party to various additional proceedings and lawsuits in the ordinary course of our business, which management does not believe
will have a material adverse impact.
Negative working capital ratio
At each of the financial years ended March 31, 2009, 2008 and 2007 the Group had a negative working capital ratio. A negative
working capital ratio arises when current liabilities are greater than current assets. Current liabilities are intended to be financed from
operating cash flows, new borrowings and borrowings available under existing credit facilities.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 229
40. DIRECTORS’ INTERESTSST Arnold, RJ Huntley, E Spio-Garbrah, KST Matthews and VB Lawrence, five of Telkom’s Board members, are the South African
Government’s representatives on Telkom’s Board of directors. At March 31, 2009, the Government held 39.76% (2008: 39.42%; 2007:
38.83%) of Telkom’s shares.
B Molefe is a Public Investment Corporation (PIC) representative on Telkom’s Board of directors. As at March 31, 2009 the PIC held
15.63% (2008: 15.23%, 2007: 15.27%) of Telkom’s shares.
Beneficial Non-beneficial
Direct Indirect Direct Indirect
Directors’ shareholding (Number of shares)
2009
Executive
RJ September 90,815 1,820 – –
PG Nelson 19,182 –
Total 109,997 1,820 – –
Non-executive
PG Joubert – 15,000 – –
D Barber – 1,200 – –
– 16,200 – –
2008
Executive
RJ September 7,155 – – –
Total 7,155 – – –
Non-executive
At March 31, 2008 there were no non-executive directors’ shareholdings.
2007
Non-executive
TF Mosololi 455 – – –
Total 455 – – –
The directors’ shareholding changed between the balance sheet date and the date of issue of the financial statements and this has been
reflected in the above information.
2007 2008 2009
Rm Rm Rm
Directors’ emoluments 7 36 20
Executive
For services as directors 4 31 15
Non-executive
For services as directors 3 5 5
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009230
40. DIRECTORS’ INTEREST (continued)Directors’ emoluments (continued)
Performance Fringe andFees Remuneration bonus other benefits Total
R R R R R
2009Emoluments per director:Non-executive 5,028,084 – – – 5,028,084
ST Arnold 1,030,000 – – – 1,030,000 B du Plessis 498,000 – – – 498,000 PSC Luthuli 642,000 – – – 642,000 KST Matthews 441,000 – – – 441,000 B Molefe 159,551 – – – 159,551 AG Rhoda 124,001 – – – 124,001 RJ Huntley 533,000 – – – 533,000 Dr E Spio-Garbrah** 622,750 – – – 622,750 Dr VB Lawrence** 359,000 – – – 359,000 DD Barber 293,667 – – – 293,667 PG Joubert 302,778 – – – 302,778
Executive – 4,530,912 2,289,947 7,848,357 14,669,216
RJ September CEO* – 3,555,800 1,841,396 7,430,452 12,827,648 PG Nelson CFO* – 975,112 448,551 417,905 1,841,568
Total emoluments – paid by Telkom 5,005,747 4,530,912 2,289,947 7,848,357 19,674,963
2008Emoluments per director:Non-executive 4,633,933 – – – 4,633,933
ST Arnold 1,124,373 – – – 1,124,373 B du Plessis 393,967 – – – 393,967 MJ Lamberti – – – – – PSC Luthuli 502,117 – – – 502,117 TD Mahloele 357,684 – – – 357,684 KST Matthews 501,217 – – – 501,217 TF Mosololi 174,960 – – – 174,960 M Mostert*** 229,433 – – – 229,433 DD Tabata 250,583 – – – 250,583 YR Tenza 305,633 – – – 305,633 PL Zim 5,333 – – – 5,333 B Molefe 20,497 – – – 20,497 A Rhoda 14,286 – – – 14,286 RJ Huntley 193,833 – – – 193,833 Dr E Spio-Garbrah** 273,841 – – – 273,841 Dr VB Lawrence** 286,176 – – – 286,176
Executive – 14,489,833 3,436,308 13,244,896 31,171,037
R September* – 2,453,757 3,436,308 13,218,772 19,108,837
CEO – 1,016,524 3,436,308 10,438,538 14,891,370 Acting CEO – 1,437,233 – 2,780,234 4,217,467
LRR Molotsane* – 12,036,076 – 26,124 12,062,200
Total emoluments – paid by Telkom 4,633,933 14,489,833 3,436,308 13,244,896 35,804,970
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 231
40. DIRECTORS’ INTEREST (continued)Directors’ emoluments (continued)
Performance Fringe andFees Remuneration bonus other benefits Total
R R R R R
2007
Emoluments per director:
Non-executive 2,641,168 – – – 2,641,168
NE Mtshotshisa 463,050 – – – 463,050
ST Arnold 353,719 – – – 353,719
TCP Chikane 32,670 – – – 32,670
B du Plessis 213,367 – – – 213,367
PSC Luthuli 205,417 – – – 205,417
TD Mahloele 166,667 – – – 166,667
KST Matthews 109,643 – – – 109,643
TF Mosololi 214,417 – – – 214,417
M Mostert 232,417 – – – 232,417
DD Tabata 175,367 – – – 175,367
YR Tenza 321,767 – – – 321,767
PL Zim 152,667 – – – 152,667
Executive – 2,272,785 – 1,653,202 3,925,987
LRR Molotsane* – 2,272,785 – 1,653,202 3,925,987
Total emoluments – paid by Telkom 2,641,168 2,272,785 – 1,653,202 6,567,155
*Included in fringe and other benefits is a pension contribution for LRR Molotsane of RNil (2008: R4,690; 2007: R295,462), RJ September of R462,254(2008: R280,261; 2007: RNil) and PG Nelson of R125,765 (2008: RNil; 2007: RNil) at March 31, 2009 paid to the Telkom Retirement Fund.
** Foreign directors.
*** In the absence of an internal corporate finance division, and pending the structuring and staffing thereof, the Telkom Board resolved that it was in the
best interest of the Company and shareholders to deploy the highest quality skills currently resident in Telkom, to evaluate, structure and make
recommendations to the Board on major transactions. During 2008, Dr Mostert led all efforts in this regard and was remunerated accordingly. Moreover,
in compliance with the principles of good governance, the Board took legal advice and established that there was no conflict of interest arising out of
this involvement in the transaction evaluated.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009232
2007 2008 2009Rm Rm Rm
41. SEGMENT INFORMATIONEliminations represent the inter-segmental transactions that have been
eliminated against segment results. The mobile segment represents the
Group’s joint venture Vodacom.
Business segment
Consolidated operating revenue 32,441 33,611 35,940
Fixed-line 32,345 32,572 33,659
Elimination (772) (830) (817)
Multi-Links – 845 1,900
Other 873 1,040 1,214
Elimination (5) (16) (16)
Discontinued operations 19,178 22,674 26,174
Mobile 20,573 24,089 27,594
Elimination (1,494) (1,519) (1,531)
Other 106 108 123
Elimination (7) (4) (12)
Consolidated other income 338 472 343
Fixed-line 334 497 524
Elimination (46) (86) (245)
Other 50 61 64
Discontinued operations 46 62 129
Mobile 42 56 119
Other 4 6 10
Consolidated operating expenses 23,028 25,014 29,895
Fixed-line 24,083 24,962 29,849
Elimination (1,505) (1,709) (3,624)
Multi-Links – 942 2,422
Elimination – 56 469
Other 512 928 801
Elimination (62) (165) (22)
Discontinued operations 14,505 17,323 21,214
Mobile 15,185 17,898 21,704
Elimination (745) (805) (876)
Other 77 245 607
Elimination (12) (15) (221)
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
41. SEGMENT INFORMATION (continued)Consolidated operating profit 9,751 9,069 6,388
Fixed-line 8,596 8,107 4,334
Elimination 687 793 2,562
Multi-Links – (97) (522)
Elimination – (56) (469)
Other 411 173 477
Elimination 57 149 6
Discontinued operations 4,719 5,413 5,089
Mobile 5,430 6,247 6,009
Elimination (749) (714) (655)
Other 33 (131) (474)
Elimination 5 11 209
Consolidated investment income 199 168 181
Fixed-line 3,041 3,975 2,807
Elimination (2,850) (3,832) (2,646)
Multi-Links – 7 5
Other 8 18 15
Discontinued operations 37 29 35
Mobile 37 27 33
Other – 2 2
Consolidated finance charges 857 1,556 2,843
Fixed-line 857 1,277 1,464
Multi-Links – (4) 1,201
Elimination – (33) (164)
Other – 318 353
Elimination – (2) (11)
Discontinued operations 269 247 922
Mobile 269 240 921
Other – 7 1
Consolidated taxation 2,803 2,647 1,660
Fixed-line 2,652 2,630 560
Elimination – – 825
Multi-Links – (131) 141
Elimination – – (24)
Other 151 148 158
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
41. SEGMENT INFORMATION (continued)Discontinued operations 1,928 2,057 2,021
Mobile 1,918 2,055 2,023
Other 10 2 (2)
Minority interests 94 123 26
Multi-Links – 12 (96)
Other 94 111 122
Discontinued operations 109 74 51
Mobile 109 73 51
Other – 1 –
Profit attributable to equity holders of Telkom 6,196 4,911 2,040
Fixed-line 8,128 8,175 5,117
Elimination (2,163) (3,039) (909)
Multi-Links – 33 (1,763)
Elimination – (23) (281)
Other 174 (386) (141)
Elimination 57 151 17
Discontinued operations 2,450 3,064 2,130
Mobile 3,171 3,906 3,047
Elimination (749) (714) (655)
Other 23 (139) (471)
Elimination 5 11 209
Consolidated assets 57,426 68,259 59,712
Fixed-line 44,224 47,829 54,593
Elimination (1,547) (1,604) (1,167)
Mobile 14,026 16,743 –
Elimination (353) (278) –
Multi-Links – 2,451 5,834
Elimination – – (860)
Other 1,188 3,283 1,285
Elimination (112) (165) 27
Disposal group – – 23,215
Mobile 23,412
Elimination (269)
Other 94
Elimination (22)
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 235
2007 2008 2009Rm Rm Rm
41. SEGMENT INFORMATION (continued)Investments 1,461 1,499 1,383
Fixed-line 1,621 4,917 10,910
Elimination (341) (3,607) (9,540)
Mobile 181 176 –
Other – 13 13
Disposal group – –
Mobile 194
Other financial assets 259 614 1,202
Fixed-line 230 445 1,200
Mobile 28 169 –
Other 1 – 2
Disposal group
Mobile – – 73
Total assets 59,146 70,372 85,779
Consolidated liabilities 15,951 19,689 14,247
Fixed-line 10,154 11,892 13,002
Elimination (458) (495) (514)
Multi-Links – 639 1,564
Elimination – – (265)
Mobile 7,416 8,871 –
Elimination (1,468) (1,542) –
Other 374 332 165
Elimination (67) (8) 295
Disposal group – – 8,498
Mobile 9,611
Elimination (1,128)
Other 15
Interest-bearing debt 10,364 15,733 18,275
Fixed-line 9,082 13,362 17,704
Mobile 1,278 1,815 –
Multi-Links – 532 550
Other 4 24 21
Disposal group – – 7,052
Mobile 7,052
Other –
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009236
2007 2008 2009Rm Rm Rm
41. SEGMENT INFORMATION (continued)Other financial liabilities 229 1,290 228
Fixed-line 58 167 226
Mobile 158 204 –
Other 13 919 2
Disposal group
Mobile – – 48
Taxation liabilities 594 323 50
Fixed-line – 7 12
Mobile 556 290 –
Other 38 26 38
Disposal group – – 275
Mobile 275
Other –
Total liabilities 27,138 37,035 48,673
Other segment information
Capital expenditure for property, plant and equipment 8,648 10,108 8,725
Fixed-line 5,545 6,044 5,866
Mobile 3,069 2,475 –
Multi-Links – 1,312 2,754
Other 34 277 105
Disposal group – – 3,013
Mobile 2,979
Other 34
Capital expenditure for intangible assets 1,598 1,791 906
Fixed-line 1,049 749 824
Mobile 539 985 –
Multi-Links – – 37
Other 10 57 45
Disposal group – – 590
Mobile 590
Other –
Depreciation and amortisation 3,316 3,621 4,458
Fixed-line 3,298 3,470 4,037
Multi-Links – 119 296
Elimination – – 69
Other 18 32 50
Elimination – – 6
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 237
2007 2008 2009Rm Rm Rm
41. SEGMENT INFORMATION (continued)Discontinued operations 1,703 1,980 2,373
Mobile 1,681 1,955 2,341
Other 22 25 32
Impairment and asset write-offs 284 514 822
Fixed-line 284 262 321
Multi-Links – 23 462
Other – 229 39
Discontinued operations 12 15 57
Mobile 12 15 57
Other – – –
Workforce reduction expense – Fixed-line 24 3 8
Geographical segment
Consolidated operating revenue 32,441 33,611 35,940
South Africa 32,428 32,671 33,847
Other African countries 29 956 2,093
Elimination (16) (16) –
Disposal group 19,178 22,674 26,174
South Africa 17,130 19,997 22,298
Other African countries 2,070 2,697 3,932
Elimination (22) (20) (56)
Consolidated operating profit 9,751 9,069 6,388
South Africa 9,744 9,254 7,435
Other African countries 18 (169) (533)
Elimination (11) (16) (514)
Disposal group 4,719 5,413 5,089
South Africa 4,622 5,089 4,726
Other African countries 276 414 400
Elimination (179) (90) (37)
Consolidated assets 59,146 70,372 62,297
South Africa 56,797 63,772 57,056
Other African countries 3,489 8,785 6,101
Eliminations (1,140) (2,185) (860)
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009Rm Rm Rm
41. SEGMENT INFORMATION (continued)Disposal group – – 23,482
South Africa 20,693
Other African countries 9,597
Elimination (6,808)
Capital expenditure for property, plant and equipment and intangible assets 10,246 11,899 9,631
South Africa 9,459 9,780 6,735
Other African countries 787 2,119 2,896
Disposal group – – 3,603
South Africa 2,443
Other African countries 1,213
Elimination (53)
’South Africa’, which is also the country of domicile for Telkom, comprises the segment information relating to Telkom and its South African
subsidiaries as well as Vodacom’s South African-based mobile communications network, the segment information of its service providers is
included in the disposal group.
‘Other African countries’ comprises Telkom’s subsidiaries Africa Online Limited and Multi-Links Telecommunications Limited as well as
Vodacom’s mobile communications network in Tanzania, Lesotho, the Democratic Republic of the Congo and Mozambique.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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42. RELATED PARTIESDetails of material transactions and balances with related parties not disclosed separately in the consolidated annual financial statementswere as follows:
2007 2008 2009Rm Rm Rm
With joint venture:Vodacom Group (Proprietary) LimitedRelated party balancesTrade receivables 61 51 61 Trade payables (353) (346) (325)
Related party transactionsRevenue (755) (816) (891)Expenses 1,494 1,525 1,533 Audit fees 3 3 2 Revenue includes interconnect fees and lease and installation of transmission lines.Expenses mostly represent interconnect expenses.
With shareholders:Public Investment CorporationThere were no material transactions between Telkom and thePublic Investment Corporation.
GovernmentRelated party balancesTrade receivables 271 326 386
Related party transactionsRevenue (2,458) (2,623) (2,767)
With entities under common control:Major public entitiesRelated party balancesTrade receivables 59 28 52 Trade payables (6) (25) (3)
The outstanding balances are unsecured and will be settled in cash in the ordinary course of business.
Related party transactionsRevenue (435) (486) (446)Expenses 238 243 212 Rent received (29) (21) (20)Rent paid 27 22 19
Key management personnel compensation:(Including directors’ emoluments)Related party transactionsShort-term employee benefits 116 155 62 Post-employment benefits 4 4 6 Termination benefits – 27 –Equity compensation benefits 8 29 39 Other long-term benefits 17 – –
The fair value of the shares that vested in the current year is R11 million (2008: R12 million; 2007: RNil).
Terms and conditions of transactions with related partiesThe sales to and purchases from related parties of telecommunication services are made at arm’s length prices. Except as indicated above,outstanding balances at the year end are unsecured, interest-free and settlement occurs in cash. Apart from the bank guarantee to theamount not exceeding R23 million provided to Africa Online Limited, there have been no guarantees provided or received for related partyreceivables or payables.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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43. INTEREST IN MATERIAL SUBSIDIARIESCountry of incorporation: RSA – Republic of South Africa; TZN – Tanzania; LES – Lesotho; MZ – Mozambique; DRC – Democratic Republicof Congo; MAU – Mauritius; NIG – Nigeria; GUE – Guernsey.
Nature of business: C – Cellular; S – Satellite; MSC – Management services company; PROP – Property company; OTH – Other.
* Dormant at March 31, 2008.
Interest in issued
Issued share capital ordinary share capital
Country of 2007 2008 2009 2007 2008 2009
incorporation % % %
Directory advertising
Trudon (Proprietary) Limited (formerly trading as TDS Directory
Operations (Proprietary) Limited) RSA R100,000 R100,000 R100,000 64.9 64.9 64.9
Other group entities
Rossal No 65 (Proprietary) Limited RSA R100 R100 R100 100 100 100
Acajou Investments (Proprietary) Limited RSA R100 R100 R100 100 100 100
Africa Online Limited MAU US$1,000 US$1,000 US$1,000 100 100 100
Multi-Links Telecommunications Limited NIG – NGN300,000,000 NGN300,000,000 – 75 100
Telkom Management Services (Proprietary) Limited RSA – – R100 – – 100
Intekom (Proprietary) Limited RSA R10,001,000 R10,001,000 R10,001,000 100 100 100
Q-Trunk (Proprietary) Limited RSA R10,001,000 R10,001,000 R10,001,000 100 100 100
Telkom International (Proprietary) Limited RSA R100 R100 R100 100 100 100
The aggregate net loss of the nine subsidiaries is
R2,168 million (2008: R186 million) and profit of
(2007: R564 million)
Disposal group
Telkom Media (Proprietary) Limited RSA R100 R100 R100 100 100 100
Swiftnet (Proprietary) Limited RSA R25,000,000 R5,000,000 R5,000,000 100 100 100
Vodacom has an interest in the following companies
(Group share: 50% of the interest in ordinary share
capital as indicated):
Cellular network operators
Vodacom (Proprietary) Limited (C) RSA R100 R100 R100 100 100 100
Vodacom Lesotho (Proprietary) Limited (C) LES M4,180 M4,180 M4,180 88.3 88.3 88.3
Vodacom Tanzania Limited (C) TZN TZS10,000 TZS10,000 TZS10,000 65 65 65
VM, S.A.R.L. (C) MZ US$60,000,000 US$60,000,000 US$60,000,000 98 90 90
Vodacom Congo (RDC) s.p.r.l. (C) DRC US$1,000,000 US$1,000,000 US$1,000,000 51 51 51
Service providers
Vodacom Service Provider Company (Proprietary) Limited (C) RSA R20 R20 R20 100 100 100
Smartphone SP (Proprietary) Limited (C)* RSA R20,000 R20,000 R20,000 70 100 100
Smartcom (Proprietary) Limited (C)* RSA R1,000 R1,000 R1,000 61.7 100 100
Cointel VAS (Proprietary) Limited (C)* RSA R10,204 R10,204 R10,204 70 100 100
Other significant subsidiaries of the Group’s Joint Venture
Vodacom Service Provider Holdings Company (Proprietary)
Limited (MSC)* RSA R1,020 R1,023 R1,023 100 100 100
Vodacom Satellite Services (Proprietary) Limited (OTH)* RSA R100 R100 R100 100 100 100
GSM Cellular (Proprietary) Limited (OTH)* RSA R1,200 R1,200 R1,200 100 100 100
Vodacom Venture No.1 (Proprietary) Limited (OTH)* RSA R810 R810 R810 100 100 100
Vodacom Equipment Company (Proprietary) Limited (OTH)* RSA R100 R100 R100 100 100 100
Vodacare (Proprietary) Limited* (OTH) RSA R100 R100 R100 100 100 100
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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43. INTEREST IN MATERIAL SUBSIDIARIES (continued)Interest in issued
Issued share capital ordinary share capital
Country of 2007 2008 2009 2007 2008 2009
incorporation % % %
Vodacom International Holdings (Proprietary) Limited (MSC) RSA R100 R100 R100 100 100 100
Vodacom International Limited (MSC) MAU US$100 US$100 US$100 100 100 100
Vodacom Properties No.1 (Proprietary) Limited (PROP) RSA R100 R100 R100 100 100 100
Vodacom Properties No.2 (Proprietary) Limited (PROP) RSA R1,000 R1,000 R1,000 100 100 100
Stand 13 Eastwood Road Dunkeld West (Proprietary)
Limited (PROP) RSA R100 – – 70 – –
Ithuba Smartcall (Proprietary) Limited (OTH) RSA R100 – – 36.4 – –
Smartcall Smartlife (Proprietary) Limited (OTH) RSA R100 – – 63 – –
Vodacom Tanzania Limited (Zanzibar) (OTH)* TZN TZS10,000 TZS10,000 TZS10,000 99 99 99
Joycell Shops (Proprietary) Limited (OTH)* RSA R100 R100 R100 100 100 100
Marble Gold Investments (Proprietary) Limited (OTH) * RSA R100 R100 R100 100 100 100
Vodacom Ventures (Proprietary) Limited (OTH) RSA R120 R120 R120 100 100 100
Skyprops 134 (Proprietary) Limited (PROP) RSA R100 R100 R100 100 100 100
Storage Technology Services (Proprietary) Limited RSA – – R136 – – 51
Gateway Telecommunications Plc UK – – £49,567,569 – – 100
Gateway Communications Africa (UK) Limited UK – – £1 – – 100
Gateway Communications SA BLG – – e62,000 – – 100
Gateway Telecoms Integrated Services Limited NIG – – NGN1,250,000 – – 100
GS Telecom Limited GUE – – US$193 – – 100
Indebtedness of Telkom subsidiary companies Rm Rm Rm
Intekom (Proprietary) Limited RSA – – – – – (23)
Q-Trunk (Proprietary) Limited RSA – – – 30 26 22
Rossal No 65 (Proprietary) Limited RSA – – – – 30 (342)
Acajou Investments (Proprietary) Limited RSA – – – – – 285
Africa Online Limited MAU – – – – 74 236
Multi-Links Telecommunications Limited NIG – – – – 841 5,225
Telkom International (Proprietary) Limited RSA – – – – 1,985 1,985
Disposal group
Swiftnet (Proprietary) Limited RSA – – – – – 10
Telkom Media (Proprietary) Limited RSA – – – – 326 470
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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44. SIGNIFICANT EVENTSTelkom RenaissanceOn November 14, 2008, Telkom’s Board of directors approved the new organisation structure which is designed to fit Telkom’s defendand growth strategy. The new structure is effective April 1, 2009 and is being managed through a project called Telkom Renaissance.
The Group has been restructured into three operating Business Units namely Telkom South Africa, Telkom International and Telkom DataCentre Operations. The Telkom Renaissance initiative will occur over the next 24 months to ensure that all the necessary remodelling,reorganising, revitalising and re-engineering happens in order to make the new structure function optimally.
This initiative is a complete transformation of the way Telkom focuses on servicing its customers and creating value for its stakeholders. It isa positive, purposeful change towards a more accountable and competitive company. This change is a necessary part of Telkom’s strategyto maintain and grow market share in South Africa whilst building a strong footprint on the African continent.
Capability ManagementTelkom will seek to manage costs and address service delivery constraints by realigning its structure and resources to better match itstransforming information, communications and technology business.
The transformation of the communications industry and increasing market and competitive pressure has put communication companies suchas Telkom under increasing revenue and expense constraints while being required to improve customer service. As a result CapabilityManagement is designed to ensure that the capabilities needed to succeed in a converged communications market are established throughthe optimal utilisation of external as well as internal capabilities, extracting efficiencies, where possible, through scale of a rapidly maturingretail and wholesale market and better organised functional areas in a more deregulated and liberalised communications market.Capability Management includes the internal consolidation of certain functional areas and the optimisation of strategic supplier and serviceprovider relationships improving performance in other functional areas.
Capability Management will be concerned with assisting in addressing the margin and service delivery pressures by reassessing theoperational service delivery methodology currently deployed with a view of increasing flexibility, reducing expense while improving servicedelivery across the Telkom Group.
Given the challenges Telkom faces in rolling out broadband, converged and data services, maintaining our legacy network and expandingour operations across the African continent, employees’ skills and performance must be aligned with our strategy to ensure financial,operational and transformational targets, customer expectations and shareholder expectations are met.
The immediate objective therefore is to remodel service delivery. This is one of the strategic initiatives under Project Renaissance and willfocus on the following:
• Identify and assess existing capabilities;
• Establish a Telkom Group Capability Inventory;
• Determine future capability requirements;
• Identify and develop a set of optimal service delivery options for achieving current and future strategic objectives; and
• Enable Telkom South Africa, Telkom International and Telkom Data Centre Operations to:– Improve resource efficiency;– Improve capital productivity; and– Improve service delivery.
A memorandum of understanding was entered into between Telkom and organised labour which included issues such as the deferment ofthe Managed Services Partner outsourcing project implementation post April 2009 and the establishment of a Restructuring Forum whereall restructuring initiatives will be debated between the parties concerned.
Telkom Management Services (Proprietary) Limited (TMS)TMS was registered as a company during August 2008. Telkom’s Board approved the establishment of TMS as a part of Telkom’s strategicplan to grow revenue and expand geographic reach.
Appointment of directorOn November 10, 2008 Telkom announced the appointment of Mr Peter Nelson as Chief Financial Officer and director in Telkom witheffect from December 8, 2008.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 243
45. SUBSEQUENT EVENTSDividendsThe Telkom Board declared an ordinary dividend of 115 cents (2008: 660 cents, 2007: 600 cents) per share and a special dividendof 260 cents (2008: Nil cents, 2007: 500 cents) per share on June 19, 2009, payable on July 20, 2009 to shareholders registered onJuly 17, 2009.
Acquisition of MWEB Africa Limited and majority equity stake in MWEB Namibia (Proprietary) LimitedOn November 10, 2008, Telkom International (Proprietary) Limited, a wholly owned subsidiary of Telkom, announced it has entered intoagreements to acquire 100% of MWEB Africa Limited ("MWEB Africa") and 75% of MWEB Namibia (Proprietary) Limited (“MWEB Namibia”). The purchase price for the MWEB Africa Group including AFSAT and MWEB Namibia is US$55 million(approximately R498 million) with a deferred payment of US$14.18 million due when the profits of MWEB Group for the year endedMarch 31, 2009 are finalised. These shareholdings will be acquired from Multichoice Africa Limited and MIH Holdings Limitedrespectively, which are members of the Naspers Limited Group.
MWEB Africa is an internet services provider in sub-Saharan Africa (excluding South Africa) which also provides network access servicesin some countries and is headquartered in Mauritius with operations in Namibia, Nigeria, Kenya, Tanzania, Uganda and Zimbabwe, anagency arrangement in Botswana and distributors in 26 sub-Saharan African countries.
The acquisition of MWEB is part of the Group’s strategy of growing its broadband and solidifying its market position through acquisitions.
Based on an independent valuation, the MWEB Africa Group does not have any significant contingent liabilities at acquisition date.
The only possible contingent liability, the AFSAT bonus scheme, is reasonably quantified and included in the balance sheet of MWEB AfricaGroup at March 31, 2009.
The purchase price of US$69.168 million was determined as follows:
• Namibian cash-generating unit for US$1.5 million;
• Mauritian cash-generating unit for US$53.5 million; and
• US$14.18 million deferred until the profits of the MWEB Group for the year ended March 31, 2009 are finalised.
The successful conclusion of the agreements being entered into is subject to conditions precedent, including regulatory approvals beingobtained in certain African jurisdictions.
Subsequent to year end, on April 21, 2009, the conditions precedent to the sale were fulfilled.
The acquisition will have the following effect on the Group’s assets and liabilities on acquisition:Carrying amounts Fair values
Rm Rm
Fixed assets 43 43Intangible assets 138 209Deferred taxation asset 2 2Cash and cash equivalents 75 75Trade and other receivables 26 26Inventory 16 16Deferred taxation liability (18) (19)Taxation (4) (4)Trade and other payables (69) (69)
Fair value of net assets acquired 209 279Minority interests (2) (2)
Net asset value 207 277Goodwill on acquisition – 352
Purchase price* – 629Capitalised transaction costs – 3
Total cash consideration – 632
* Of the R629 million purchase price, R498 million has been settled. The outstanding amount of US$14.18 million (approximately R105 million) is deferred
payment.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009244
45. SUBSEQUENT EVENTS (continued)The goodwill from the acquisition is partially attributable to the following:
• Certain licences that could not be valued separately from the MWEB Group as no secondary licensing market exists, but contribute
significantly to goodwill as the MWEB business’s would cease to exist without the licence rights.
• The skills and technical talent of the acquired business’s workforce, and the synergies expected to be achieved from integrating the
acquiree into the Group’s existing internet service provision.
• The goodwill is also attributable to the MWEB Group’s position as Africa’s largest satellite-based internet service provider in Sub-Saharan
Africa.
There was RNil revenue in the consolidated annual financial statements.
AT&T strategic agreement
On April 16, 2009, Telkom and AT&T, the global communications leader, entered into a strategic agreement which aims to extend AT&T’s
global networking reach to sub-Saharan Africa and boost Telkom’s strategy to grow a strong ICT footprint on the African continent. The
agreement will allow both companies to explore ways to provide global seamless communication and technology solutions and services
to multinational customers, either based in or seeking to extend their operations in sub-Saharan Africa.
Under the terms of the memorandum of understanding, the two companies will begin work towards definitive agreements that would:
• directly connect the Telkom regional network and the AT&T global network;
• deliver a wider geographic footprint of telecommunication services, in both sub-Saharan Africa and other global points;
• enhance mobile service capabilities for corporate customers in sub-Saharan Africa;
• extend global VPN (Virtual Private Network) services to support the state of art network requirements of customers either headquarteredin or seeking to expand sites in sub-Saharan Africa;
• explore other potential opportunities in areas such as Telepresence, hosting and professional services; and
• expand the existing global wholesale voice services relationship between Telkom Group and AT&T.
Telkom Media (Proprietary) Limited (Telkom Media)
On August 31, 2006 Telkom created a new subsidiary, Telkom Media (Proprietary) Limited, with a black economic empowerment (’BEE’)
shareholding. ICASA awarded Telkom Media a commercial satellite and cable subscription broadcast licence on September 12, 2007.
On March 31, 2008, the Telkom Board took a decision to substantially reduce its investment in Telkom Media and as such Telkom Media
reduced its operational expenses and commitments to a minimum. Telkom Media did not meet the held for sale criteria at year end as
management were unable to sell the disposal group for its expected price and therefore decided to abandon it.
Subsequent to year end Telkom was approached by potential buyers of Telkom’s interest in Telkom Media and negotiations with the potential
buyer were concluded. On May 4, 2009, Telkom sold its 75% interest in Telkom Media to Shenzhen Media South Africa (Proprietary)
Limited for a nominal amount.
Disposal and unbundling of stake in Vodacom
In 2008 Telkom announced a decision to dispose of its entire shareholding in Vodacom through selling 15% of its shareholding to
Vodafone, a wholly owned subsidiary of Vodafone Group plc, and unbundling its remaining 35% shareholding to its shareholders pursuant
to a listing of Vodacom on the main board of JSE Limited.
On May 18, 2009 Vodacom was successfully listed on the main board of JSE Limited and a special divided of R19 was distributed to all
Telkom shareholders. Telkom successfully completed the unbundling of Vodacom shares to its shareholders on May 25, 2009.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 245
45. SUBSEQUENT EVENTS (continued)Bookbuilding of Vodacom Group (Proprietary) Limited shares
On June 2, 2009 Telkom announced the successful completion of the accelerated bookbuilding of Vodacom shares, raising R1,540 million
for "ineligible shareholders". The directors of Telkom, in consultation with Vodafone, determined that Telkom shareholders in the United States
of America would be regarded as "ineligible shareholders" for the unbundling of Vodacom shares to shareholders of Telkom, which was
completed on May 25, 2009, and would therefore not receive Vodacom shares in such distributions.
The proceeds from the offering, net of applicable fees, expenses, taxes and charges, will be distributed to the "ineligible shareholders" in
proportion to their entitlement to Vodacom shares.
New York Stock Exchange listing
Given the current global economic climate and the absolute necessity for Telkom to reduce its cost profile, the Board has decided to delist
from the New York Stock Exchange. Maintaining a listing in the United States of America is expensive and takes considerable management
time. The methodology employed and discipline gained from Sarbanes-Oxley reporting requirements will be retained to ensure strict
governance compliance and transparent financial reporting.
Telkom is comfortable that the Johannesburg Stock Exchange provides sufficient access to capital for both South African and global
investors. Telkom intends to maintain a level 1 American Depository Receipt programme to facilitate over-the-counter- trading in the United
States of America.
Telkom Communications International (Proprietary) Limited
The Abacus Financial Services (Mauritius) Limited issued a notice under section 265 (5) of the Companies Act 1984 that Telkom
Communications International (Proprietary) Limited has been dissolved with effect from May 12, 2009.
Other matters
The directors are not aware of any other matter or circumstance since the financial year ended March 31, 2009 and the date of this
report, or otherwise dealt with in the financial statements, which significantly affects the financial position of the Group and the results of
its operations.
46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTEDThe Group has not early adopted the following standards, interpretations and amendments that have been issued and are not yet effective:
IFRS1 First-time Adoption of International Financial Reporting Standards: Cost of an Investment in a Subsidiary, Jointly Controlled Entity
or Associate (amended)
This amendment is effective for annual periods beginning on or after January 1, 2009. This standard is amended to allow an entity, in its
separate financial statements, to determine the cost of investments in subsidiaries, jointly controlled entities or associates (in its opening IFRS
financial statements) as one of the following amounts:
• Cost determined in accordance with IAS27
• At the fair value of the investment at the date of the transition to IFRS, determined in accordance with IAS39 Financial Instruments:
Recognition and Measurement
• The previous GAAP carrying amount of the investment at the date of transition to IFRS
This determination is made for each investment, rather than being a policy decision.
The amendment does not have an impact on the annual financial statements.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009246
46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)IFRS2 Share-Based Payment: Vesting Conditions and Cancellations (amended)
This amendment is effective for annual periods beginning on or after January 1, 2009. The amendments to IFRS2 Share-Based Payment
clarifies the definition of vesting conditions and the accounting treatment of cancellations by the counterparty to a share-based arrangement.
The amendment will not have a material impact on the consolidated financial statements.
IFRS2 Share-Based Payment: Group Cash-Settled Share-Based Payment Arrangements (amended)
This amendment is effective for annual periods beginning on or after January 1, 2010. The amendment clarifies how an individual
subsidiary in a group should account for some share-based payment arrangements in its own financial statements. The amendment will not
have a material impact on the Company’s/Group’s financial statements.
IFRS3 Business Combinations (revised)
The revisions are effective for annual periods beginning on or after 1 July 2009 .The revised standard still applies the acquisition method
of accounting for business combinations, with some significant changes. For example, all payments to purchase a business are to be
recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income
statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair
value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed.
The impact of the revised standard is being evaluated.
IFRS7 Financial Instruments: Disclosures (amended)
The interpretation is applicable for annual periods beginning on or after January 1, 2009. The amendment requires enhanced disclosures
about fair value measurements and liquidity risk. The impact of the amendment is being evaluated.
IFRS8 Operating Segments
This standard is effective for annual periods beginning on or after January 1, 2009. The standard requires operating segments to be
identified on the basis of internal reports about components of the entity that are regularly reviewed by the chief operating decision maker
in order to allocate resources to the segment and to assess its performance. The impact of this standard is currently being evaluated.
IFRIC9 Reassessment of Embedded Derivatives (amended)
The amendment is effective for annual periods ending on or after June 30, 2009. The amendment clarifies that on reclassification of a
financial asset out of the ’fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,
separately accounted for in financial statements. The amendment will not have an impact on the consolidated financial statements as the
Group does not have material embedded derivatives.
IFRIC13 Customer Loyalty Programmes
The interpretation is effective for annual periods beginning on or after July 1, 2008. The interpretation requires loyalty award credits granted
to customers in connection with a sales transaction to be accounted for as a separate component of the sales transaction. The consideration
received in the sales transaction would, therefore, be allocated between the loyalty award credits and the other components of the sale.
The interpretation is not relevant to the Group’s operations because none of the Group entities operate any loyalty programmes.
Where the cost of fulfilling the awards is expected to exceed the consideration received, the Group will have to recognise an onerous
contract liability. The impact of this interpretation is being evaluated.
IFRIC15 Agreements for the Construction of Real Estate
The interpretation is effective for annual periods beginning on or after January 1, 2009. The aim of this interpretation is to determine
whether an agreement for the construction of real estate is within the scope of IAS11 Construction Contracts or IAS18 Revenue.
This interpretation is not relevant to the Group’s operations as the Group does not construct real estates.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 247
46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)IFRIC16 Hedges of a Net Investment in a Foreign Operation
The interpretation is effective for annual periods beginning on or after October 1, 2008. The interpretation provides guidance in respect
of hedges of foreign currency gains and losses on a net investment in a foreign operation. This includes the fact that net investment hedging
relates to differences in functional currency and not presentation currency, and hedging instruments may be held anywhere in the Group.
The interpretation will not have an impact on the consolidated annual financial statements.
IFRIC17 Distributions of Non-Cash Assets to Owners
The interpretation is effective for annual periods beginning on or after July 1, 2009. The interpretation provides guidance on how an entity
should account for non-cash distributions to its owners and/or distributions that give owners a choice of receiving either non-cash assets or
a cash alternative. The impact of this interpretation is being evaluated.
IFRIC18 Transfer of Assets from Customers
The interpretation is effective for annual periods beginning on or after July 1, 2009. The interpretation clarifies the requirements of IFRSs
for agreements in which an entity receives from a customer an item of property, plant and equipment (’PPE’) that the entity must then use
either to connect the customer to a network or to provide the customer with ongoing access to a supply of goods or services. The
interpretation also provides guidance where an entity receives cash from a customer that must be used only to acquire or construct an item
of PPE in order to connect the customer to a network or provide the customer with ongoing access to a supply of goods or services. The
impact of this interpretation is currently being evaluated.
IAS1 Presentation of Financial Statements (revised)
The revised standard is effective for annual periods beginning on or after January 1, 2009.
IAS1R introduces a statement of comprehensive income with two optional formats and refers to the balance sheet and cash flow statement
by different names: the ’statement of financial position’ and ’statement of cash flows’, respectively. The revision to the standard will result in
changes in the way the consolidated annual financial statements are presented.
IAS7 Cash Flow Statement: Consequential Amendments Arising from Amendments to IAS16
The amendment is effective for annual periods beginning on or after January 1, 2009. IAS7 as amended requires cash receipts and
payments relating to purchase, rental and sale of property, plant and equipment held for rental to be treated as cash flows from operating
activities. The impact of this amendment is being evaluated.
IAS23 Borrowing Costs (revised)
The revised standard applies to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or
after January 1, 2009. The revised standard requires all borrowing costs that are directly attributable to the acquisition, construction or
production of qualifying assets to be capitalised. The Group does not expect the adoption of the standard to have a material impact.
IAS27 Consolidated and Separate Financial Statements (revised)The revisions are effective for annual periods beginning on or after July 1, 2009. The revised standard requires the effects of all transactionswith non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwillor gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured tofair value, and a gain or loss is recognised in profit or loss. The impact of the revised standard is being evaluated.
IAS27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
(amended)
The amended standard is effective for annual periods beginning on or after January 1, 2009. The amended standard is for the following
changes in respect of the holding company’s separate financial statements:
• The deletion of the ’cost method’. Making the distinction between pre- and post- acquisition profits is no longer required. All dividends
will be recognised in profit or loss. However, the payment of such dividends requires the entity to consider whether there is an indicator
of impairment; and
• In cases of reorganisations where a new parent is inserted above an existing parent of the group (subject to meeting specific
requirements), the cost of the subsidiary is the previous carrying amount of its share of equity items in the subsidiary rather than its fair
value. The impact of this amended standard is currently being evaluated.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009248
46. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)Amendment to IAS32 Financial Instruments Presentation and IAS1 Presentation of Financial Statements, Puttable Financial Instruments
The amendment is effective for periods beginning January 1, 2009. The amendments classify puttable financial instruments, or components
of instruments, that impose on the entity an obligation to deliver to another party a pro-rata share of the net assets of the entity only on
liquidation, as equity, provided they have particular features and meet specific conditions. The impact of this amendment is being
evaluated.
IAS39 Financial Instruments: Recognition and Measurement (amended)
The amendment is effective for annual periods ending on or after June 30, 2009. The amendment clarifies that on reclassification of a
financial asset out of the ’fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,
separately accounted for in financial statements. The amendment will not have an impact on the financial statements as Telkom does not
have material embedded derivatives.
IAS39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items (amended)
The amendment to the standard is effective for annual periods beginning on or after July 1, 2009. The amendment clarifies that an entity
is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. The
amendment will not have an impact on the financial statements as Telkom does not apply hedge accounting.
Changes as a result of the annual improvements project
A number of standards were amended as a result of the annual improvements project of the IASB in May 2008 effective for annual periods
beginning on or after January 1, 2009, with the exception of IFRS5 which is effective for annual periods beginning on or after July 1,
2009. These standards were as follows:
IFRS5 Non-Current Assets Held for Sale and Discontinued Operations
IAS1 Presentation of Financial Statements – Non-Current/Current Classification of Derivatives
IAS16 Property, Plant and Equipment
IAS19 Employee Benefits
IAS20 Government Grants
IAS23 Borrowing Costs – Components of Borrowing Costs
IAS27 Consolidated and Separate Financial Statements
IAS28 Investments in Associates
IAS29 Financial Reporting in Hyperinflationary Economies
IAS31 Interests in Joint Ventures
IAS36 Impairment of Assets
IAS38 Intangible Assets
IAS39 Financial Instruments: Recognition and Measurement
IAS40 Investment Property
IAS41 Agriculture
The Group will adopt the changes to these standards during the 2010 financial year with the exception of IFRS5, which will be adopted
during the 2011 financial year. The Group is currently evaluating the effects of the improvements.
Notes to the consolidated annual financial statements (continued)
for the three years ended March 31, 2009
fixedTelkom fins (group) NEW 8/12/09 6:29 PM Page 248
fixedbbuussiinneessss sshhoowwssrreessiilliieennccee
Company financial statementsCompany income statement 250Company balance sheet 251Company statement of changes in equity 252Company cash flow statement 253Notes to the Company annual financial statements 254
CompanyFinancial
Information6
Telkom fins (group) NEW 8/12/09 6:29 PM Page 249
Telkom Annual Report 2009250
2007 2008 2009
Notes Rm Rm Rm
Total revenue 3.1 35,818 36,641 37,058
Operating revenue 3.2 32,340 32,571 33,659
Other income 4 655 498 524
Operating expenses 24,089 24,953 29,837
Employee expenses 5.1 7,077 7,386 7,990
Payments to other operators 5.2 6,461 6,902 7,536
Selling, general and administrative expenses 5.3 3,970 3,904 6,580
Service fees 5.4 2,236 2,410 2,760
Operating leases 5.5 762 619 613
Depreciation, amortisation, impairment and write-offs 5.6 3,583 3,732 4,358
Operating profit 8,906 8,116 4,346
Investment income 6 3,202 3,739 2,907
Finance charges and fair value movements 7 1,027 1,289 1,460
Interest 1,142 1,499 1,655
Foreign exchange and fair value movement gain (115) (210) (195)
Profit before taxation 11,081 10,566 5,793
Taxation 8 2,690 2,599 516
Profit for the year 8,391 7,967 5,277
Company income statementfor the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 250
Telkom Annual Report 2009 251
2007 2008 2009
Notes Rm Rm Rm
ASSETSNon-current assets 37,533 43,360 50,796
Property, plant and equipment 9 32,614 35,273 37,345
Intangible assets 10 3,502 3,806 3,988
Investments 11 887 3,883 7,693
Finance lease receivables 13 136 160 166
Deferred taxation 14 340 183 1,549
Deferred expenses 25 54 55 55
Current assets 7,754 8,763 10,090
Inventories 15 839 873 1,331
Income tax receivable 31 519 – 91
Current portion of finance lease receivables 13 71 105 109
Trade and other receivables 17 5,920 6,859 6,420
Other financial assets 18 229 443 1,198
Cash and cash equivalents 19 176 483 941
Assets held for sale and discontinued operations 16 – – 34
Total assets 45,287 52,123 60,920
EQUITY AND LIABILITIESCapital and reserves 25,714 26,693 29,086
Share capital 20 5,329 5,208 5,208
Treasury share reserve 21 (1,778) (1,642) (1,521)
Share-based compensation reserve 22 257 643 1,076
Retained earnings 21,906 22,484 24,323
Non-current liabilities 6,580 11,181 14,766
Interest-bearing debt 23 3,308 7,336 10,193
Provisions 24 1,203 1,445 1,830
Deferred revenue 26 739 870 996
Deferred taxation 14 1,330 1,530 1,747
Current liabilities 12,993 14,249 17,068
Trade and other payables 27 4,333 4,923 5,424
Shareholders for dividend 32 15 20 23
Current portion of interest-bearing debt 23 5,775 6,026 7,511
Current portion of provisions 24 1,706 1,640 1,953
Current portion of deferred revenue 26 1,107 1,424 1,826
Income tax payable 31 – 7 –
Other financial liabilities 18 57 168 225
Credit facilities utilised 19 – 41 106
Total liabilities 19,573 25,430 31,834
Total equity and liabilities 45,287 52,123 60,920
Company balance sheetat March 31, 2009
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Telkom Annual Report 2009252
Treasury Share-based
Share Share share compensation Retained
capital premium reserve reserve earnings Total
Rm Rm Rm Rm Rm Rm
Balance at April 1, 2006 5,449 1,342 (1,786) 151 18,534 23,690
Total income and expense for the year – – – – 8,391 8,391
Dividend declared (refer to note 32) – – – – (4,885) (4,885)
Payment made for treasury shares – – (27) – – (27)
Increase in share-based compensation
reserve (refer to note 22) – – – 141 – 141
Shares vested and re-issued (refer to
note 22) – – 35 (35) – –
Shares bought back and cancelled
(refer to note 20) (120) (1,342) – – (134) (1,596)
Balance at March 31, 2007 5,329 – (1,778) 257 21,906 25,714
Total income and expense for the year – – – – 7,967 7,967
Dividend declared (refer to note 32) – – – – (5,863) (5,863)
Increase in share-based compensation
reserve (refer to note 22) – – – 522 – 522
Shares vested and re-issued (refer to
note 22) – – 136 (136) – –
Shares bought back and cancelled
(refer to note 20) (121) – – – (1,526) (1,647)
Balance at March 31, 2008 5,208 – (1,642) 643 22,484 26,693
Total income and expense for the year – – – – 5,277 5,277
Dividend declared (refer to note 32) – – – – (3,438) (3,438)
Increase in share-based compensation
reserve (refer to note 22) – – – 554 – 554
Shares vested and re-issued (refer to
note 22) – – 121 (121) – –
Balance at March 31, 2009 5,208 – (1,521) 1,076 24,323 29,086
Company statement of changes in equityfor the three years ended March 31, 2009
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Telkom Annual Report 2009 253
Restated Restated
2007 2008 2009
Notes Rm Rm Rm
Cash flows from operating activities 6,383 8,172 9,948
Cash receipts from customers 32,109 32,375 34,239
Cash paid to suppliers and employees (19,449) (19,713) (22,212)
Cash generated from operations 28 12,660 12,662 12,027
Interest received 385 390 343
Dividends received 29 2,950 3,536 3,242
Finance charges paid 30 (886) (842) (466)
Taxation paid 31 (3,852) (1,716) (1,764)
Cash generated from operations before dividend paid 11,257 14,030 13,382
Dividend paid 32 (4,874) (5,858) (3,434)
Cash flows from investing activities (6,662) (9,994) (12,129)
Proceeds on disposal of property, plant and equipment and
intangible assets 4 164 21
Additions to property, plant and equipment and intangible
assets (6,598) (6,763) (6,428)
Expansions to property, plant and equipment and intangible
assets (2,409) (4,142) (3,344)
Maintenance to property, plant and equipment and
intangible assets (3,189) (2,621) (3,084)
Acquisition of subsidiary and minority interest in subsidiary 11 (150) – (1,339)
Loans to subsidiaries – (3,395) (4,383)
Loans repaid by subsidiaries 82 – –
Cash flows from financing activities (2,777) 2,088 2,574
Loans raised 5,624 23,878 18,168
Loans repaid (6,843) (20,204) (14,649)
Shares bought back and cancelled (1,596) (1,647) –
Decrease/(increase) in net financial assets 38 61 (945)
Net (decrease)/increase in cash and cash equivalents (3,056) 266 393
Net cash and cash equivalents at beginning of the year 3,232 176 442
Net cash and cash equivalents at end of the year 19 176 442 835
Company cash flow statementfor the three years ended March 31, 2009
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Telkom Annual Report 2009254
1. CORPORATE INFORMATIONTelkom SA Limited (the Company) is a company incorporated
and domiciled in the Republic of South Africa (’South Africa’)
whose shares are publicly traded. The Company’s main
objective and main business is to supply telecommunication,
broadcasting, multimedia, technology, information and other
related information technology services to the general public.
The principal activities of the Company’s services and products
include:
• fixed-line subscription and connection services to post-paid,
prepaid and private payphone customers using PSTN (Public
Switched Telephone Network) lines, including ISDN
(Integrated Service Digital Network) lines, and the sale of
subscription based value-added voice services and customer
premises equipment rental and sales;
• fixed-line traffic services to post-paid, prepaid and payphone
customers, including local, long distance, fixed-to-mobile,
international outgoing and international voice-over-internet
protocol traffic services;
• interconnection services, including terminating and transiting
traffic from South African mobile operators, as well as from
international operators and transiting traffic from mobile to
international destinations;
• fixed-line data and internet services, including domestic and
international data transmission services, such as point-to-point
leased lines, ADSL (Asymmetrical Digital Subscriber Line)
services, packet-based services, managed data networking
services and internet access and related information
technology services; and
• W-CDMA (Wideband Code Division Multiple Access), a
3G next generation network, including fixed voice services,
data services and nomadic voice services.
These separate annual financial statements are prepared in
compliance with the South African Companies Act, 1973. In
addition, the Group presents consolidated financial statements
which include all subsidiaries, special purpose entities and joint
ventures, which are included in these financial statements as
investments.
2. SIGNIFICANT ACCOUNTING POLICIESBasis of preparation
The financial statements comply with the International Financial
Reporting Standards (IFRS) of the International Accounting
Standards Board (IASB) and the Companies Act of South Africa,
1973.
The financial statements are prepared on the historical cost
basis, with the exception of certain financial instruments which
are measured at fair value and share-based payments which are
measured at grant date fair value. Details of the Company’s
significant accounting policies are set out below, and are
consistent with those applied in the previous financial year
except for the following:
• The Company has adopted certain amendments to IAS39
and IFRS7, and adopted IFRIC12 and IFRIC14, which
are applicable for annual periods beginning on or after
January 1, 2008.
The principal effects of these changes are discussed below.
Adoption of amendments to standards and new
interpretations
IAS39 Financial Instruments: Recognition and Measurement
and IFRS7 Financial Instruments: Disclosures –
Reclassification of Financial Assets (amended)
The amendments which are effective on or after July 1, 2008,
permit an entity to reclassify non-derivative financial assets (other
than those designated at fair value through profit or loss by the
entity upon initial recognition) out of the fair value through profit
or loss category in particular circumstances. The amendments
also permit an entity to transfer from the available-for-sale
category to the loans and receivables category a financial asset
that would have met the definition of loans and receivables (if
the financial asset had not been designated as available-for-
sale), if the entity has the intention and ability to hold that
financial asset for the foreseeable future. The amendments do
not have an impact on the annual financial statements.
IFRIC12 Service Concession Arrangements
The interpretation which is effective for annual periods
beginning on or after January 1, 2008, sets out general
principles on recognising and measuring the obligations and
related rights in service concession arrangements from an
operator’s perspective. This interpretation does not have an
impact on the annual financial statements.
IFRIC14 The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction
The interpretation which is effective for annual periods
beginning on or after January 1, 2008, provides guidance on
assessing the limit in IAS19 on the amount of the surplus that can
be recognised as an asset. It also explains how the pension
asset or liability may be affected by a statutory or contractual
minimum funding requirement. This interpretation does not have
any impact on the annual financial statements, as the Company
is not subject to minimum funding requirements.
Notes to the annual financial statements for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Significant accounting judgements, estimates and
assumptions
The preparation of financial statements requires the use of
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting periods.
Although these estimates and assumptions are based on
management’s best knowledge of current events and actions that
the Company may undertake in the future, actual results may
ultimately differ from those estimates and assumptions.
The presentation of the results of operations, financial position
and cash flows in the financial statements of the Company is
dependent upon and sensitive to the accounting policies,
assumptions and estimates that are used as a basis for the
preparation of these financial statements. Management has
made certain judgements in the process of applying the
Company’s accounting policies. These, together with the key
estimates and assumptions concerning the future, and other key
sources of estimation uncertainty at the balance sheet date, are
as follows:
Revenue recognition
To reflect the substance of each transaction, revenue recognition
criteria are applied to each separately identifiable component
of a transaction. In order to account for multiple-element revenue
arrangements in developing its accounting policies, the
Company considered the guidance contained in the United
States Financial Accounting Standards Board (FASB) Emerging
Issues Task Force No 00-21 Revenue Arrangements with
Multiple Deliverables. Judgement is required to separate those
revenue arrangements that contain the delivery of bundled
products or services into individual units of accounting, each
with its own earnings process, when the delivered item has
stand-alone value and the undelivered item has fair value.
Further judgement is required to determine the relative fair values
of each separate unit of accounting to be allocated to the total
arrangement consideration. Changes in the relative fair values
could affect the allocation of arrangement consideration
between the various revenue streams.
Judgement is also required to determine the expected customer
relationship period. Any changes in these assessments may
have a significant impact on revenue and deferred revenue.
Property, plant and equipment and intangible assets
The useful lives of assets are based on management’s
estimation. Management considers the impact of changes in
technology, customer service requirements, availability of
capital funding and required return on assets and equity to
determine the optimum useful life expectation for each of the
individual categories of property, plant, equipment and
intangible assets. Due to the rapid technological advancement
in the telecommunications industry as well as the Company’s
plan to migrate to a next generation network over the next few
years, the estimation of useful lives could differ significantly on
an annual basis due to unexpected changes in the roll-out
strategy. The impact of the change in the expected useful life of
property, plant and equipment is described more fully in note
5.6. The estimation of residual values of assets is also based on
management’s judgement whether the assets will be sold or
used to the end of their useful lives and what their condition will
be like at that time.
For intangible assets that incorporate both a tangible and
intangible portion, management uses judgement to assess which
element is more significant to determine whether it should be
treated as property, plant and equipment or intangible assets.
Asset retirement obligations
Management judgement is exercised when determining whether
an asset retirement obligation exists, and in determining the
present value of expected future cash flows and discount rate
when the obligation to dismantle or restore the site arises, as
well as the estimated useful life of the related asset.
Impairments of property, plant and equipment and
intangible assets
Management is required to make judgements concerning the
cause, timing and amount of impairment as indicated on notes
9 and 10. In the identification of impairment indicators,
management considers the impact of changes in current
competitive conditions, cost of capital, availability of funding,
technological obsolescence, discontinuance of services and
other circumstances that could indicate that an impairment
exists. The Company applies the impairment assessment to its
separate cash-generating units. This requires management to
make significant judgements concerning the existence of
impairment indicators, identification of separate cash-generating
units, remaining useful lives of assets and estimates of projected
cash flows and fair value less costs to sell. Management
judgement is also required when assessing whether a previously
recognised impairment loss should be reversed.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Significant accounting judgements, estimates and
assumptions (continued)
Impairments of property, plant and equipment and
intangible assets (continued)
Where impairment indicators exist, the determination of the
recoverable amount of a cash-generating unit requires
management to make assumptions to determine the fair value
less costs to sell and value in use. Key assumptions on which
management has based its determination of fair value less costs
to sell include the existence of binding sale agreements, and for
the determination of value in use include the weighted average
cost of capital, projected revenues, gross margins, average
revenue per customer, capital expenditure, expected customer
bases and market share. The judgements, assumptions and
methodologies used can have a material impact on the fair
value and ultimately the amount of any impairment.
Impairment of other financial assets
At each balance sheet date management assesses whether
there are indicators of impairment of financial assets, including
equity investments. If such evidence exists, the estimated present
value of the future cash flows of that asset is determined.
Management judgement is required when determining the
expected future cash flows. To determine whether any decline in
fair value of available-for-sale investments is prolonged, reliance
is placed on an assessment by management regarding the
future prospects of the investee. In measuring impairments,
quoted market prices are used, if available, or projected
business plan information from the investee is used for those
financial assets not carried at fair value.
Impairment of receivables
An impairment is recognised on trade receivables that are
assessed to be impaired (refer to notes 12 and 17). The
impairment is based on an assessment of the extent to which
customers have defaulted on payments already due and an
assessment on their ability to make payments based on their
credit worthiness and historical write-offs experience. Should the
assumptions regarding the financial condition of the customer
change, actual write-offs could differ significantly from the
impaired amount.
Leases
The determination of whether an arrangement is, or contains a
lease is based on whether, at the date of inception, the fulfilment
of the arrangement is dependent on the use of a specific asset
or assets or the arrangement conveys a right to use the asset.
Leases in which a significant portion of the risks and rewards of
ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to the income
statement on a straight-line basis over the period of the lease.
A lease is classified as a finance lease if it transfers substantially
all the risks and rewards incidental to ownership.
Deferred taxation assetManagement judgement is exercised when determining theprobability of future taxable profits which will determine whetherdeferred tax assets should be recognised or derecognised. Therealisation of deferred tax assets will depend on whether it ispossible to generate sufficient taxable income, taking intoaccount any legal restrictions on the length and nature of thetaxation asset. When deciding whether to recognise unutilisedtaxation credits, management needs to determine the extent thatthe future obligation is likely to be available for set-off. In theevent that the assessment of future payments and future utilisationchanges, the change in the recognised deferred tax asset mustbe recognised in profit or loss.
TaxationThe taxation rules and regulations in South Africa within whichthe Company operates are highly complex and subject tointerpretation. Additionally, for the foreseeable future,management expects South African taxation laws to furtherdevelop through changes in South Africa’s existing taxationstructure as well as clarification of the existing taxation lawsthrough published interpretations and the resolution of actual taxcases (refer to notes 8 and 14).
Management has made a judgement that all outstandingtaxation credits relating to secondary taxation on companies(STC) will be available for utilisation before the taxation regimechange, from STC to withholding taxation, is effective.
The Company is regularly subject to evaluation by the SouthAfrican taxation authorities of its historical income taxation filingsand in connection with such reviews disputes can arise with thetaxing authorities over the interpretation or application of certaintaxation rules to the business of the Company. These disputesmay not necessarily be resolved in a manner that is favourablefor the Company. Additionally the resolution of the disputescould result in an obligation for the Company that exceedsmanagement’s estimate. The Company has historically filed,and continues to file, all required income taxation returns.Management believes that the principles applied in determiningthe Company’s taxation obligations are consistent with theprinciples and interpretations of the South African taxation laws.
Deferred taxation rateManagement makes judgements on the taxation rate applicablebased on the Company’s expectations at balance sheet date onhow the asset is expected to be recovered or the liability isexpected to be settled.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Significant accounting judgements, estimates and
assumptions (continued)Employee benefitsThe Company provides defined benefit plans for certain post-employment benefits. The Company’s net obligation in respectof defined benefits is calculated separately for each plan byestimating the amount of future benefits earned in return forservices rendered. The obligation and assets related to each ofthe post-retirement benefits are determined through an actuarialvaluation. The actuarial valuation relies heavily on assumptionsas disclosed in note 25. The assumptions determined bymanagement make use of information obtained from theCompany’s employment agreements with staff and pensioners,market related returns on similar investments, market relateddiscount rates and other available information. The assumptionsconcerning the expected return on assets and expected changein liabilities are determined on a uniform basis, consideringlong-term historical returns and future estimates of returns andmedical inflation expectations. In the event that further changesin assumptions are required, the future amounts of post-employment benefits may be affected materially.
The discount rate reflects the average timing of the estimateddefined benefit payments. The discount rate is based on long-term South African government bonds with the longest maturityperiod as reported by the Bond Exchange of South Africa. Thediscount rate is expected to follow the trend of inflation.
The overall expected rate of return on assets is determinedbased on the market prices prevailing at that date, applicableto the period over which the obligation is to be settled.
Telkom provides equity compensation to its employees in theform of the Telkom Conditional Share Plan. The related expenseand reserve are determined through an actuarial valuationwhich relies heavily on assumptions. The assumptions includeemployee turnover percentages and whether specifiedperformance criteria will be met. Changes to these assumptionscould affect the amount of expense ultimately recognised in thefinancial statements. An actuarial valuation relies heavily on theactual plan experience assumptions as disclosed in note 25.
Provisions and contingent liabilitiesManagement judgement is required when recognising andmeasuring provisions and when measuring contingent liabilitiesas set out in notes 24 and 35 respectively. The probability thatan outflow of economic resources will be required to settle theobligation must be assessed and a reliable estimate must bemade of the amount of the obligation. Provisions are discountedwhere the effect of discounting is material based onmanagement’s judgement. The discount rate used is the rate thatreflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability, all ofwhich requires management judgement. The Company isrequired to recognise provisions for claims arising from litigationwhen the occurrence of the claim is probable and the amountof the loss can be reasonably estimated. Liabilities provided forlegal matters require judgements regarding projected outcomesand ranges of losses based on historical experience andrecommendations of legal counsel. Litigation is howeverunpredictable and actual costs incurred could differ materiallyfrom those estimated at the balance sheet date.
Held-to-maturity financial assetsManagement has reviewed the Company’s held-to-maturityfinancial assets in the light of its capital management andliquidity requirements and has confirmed the Company’s positiveintention and ability to hold those assets to maturity.
Summary of significant accounting policiesOperating revenueThe Company provides fixed-line and data communicationservices and communication-related products. The Companyprovides such services to business, residential and payphonecustomers. Revenue represents the fair value of fixed ordeterminable consideration that has been received or is receivable.
Revenue for services is measured at amounts invoiced tocustomers and excludes Value Added Tax.
Revenue is recognised when there is evidence of an arrangement,collectability is probable, and the delivery of the product orservice has occurred. In certain circumstances, revenue is split intoseparately identifiable components and recognised when therelated components are delivered in order to reflect the substanceof the transaction. The value of components is determined usingverifiable objective evidence. The Company does not providecustomers with the right to a refund.
Dealer incentivesThe Company provides incentives to its retail payphone carddistributors as trade discounts. Incentives are based on salesvolume and value. Revenue for retail payphone cards is recordedas traffic revenue, net of these discounts as the cards are used.
Subscriptions, connections and other usageThe Company provides telephone and data communicationservices under post-paid and prepaid payment arrangements.Revenue includes fees for installation and activation, which aredeferred and recognised over the expected customerrelationship period. Costs incurred on first time installations thatform an integral part of the network are capitalised anddepreciated over the expected average customer relationshipperiod. All other installation and activation costs are expensedas incurred.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)Operating revenue (continued)Subscriptions, connections and other usage (continued)Post-paid and prepaid service arrangements includesubscription fees, typically monthly fees, which are recognisedover the subscription period.
Revenue related to sale of communication equipment, productsand value-added services is recognised upon delivery andacceptance of the product or service by the customer.
Traffic (domestic, fixed-to-mobile and international)PrepaidPrepaid traffic service revenue collected in advance is deferredand recognised based on actual usage or upon expiration ofthe usage period, whichever comes first. The terms andconditions of certain prepaid products allow the carry over ofunused minutes. Revenue related to the carry over of unusedminutes is deferred until usage or expiration.
PayphonesPayphone service coin revenue is recognised when the serviceis provided.
Payphone service card revenue collected in advance is deferredand recognised based on actual usage or upon expiration ofthe usage period, whichever comes first.
Post-paidRevenue related to local, long distance, network-to-network,roaming and international call connection services is recognisedwhen the call is placed or the connection provided.
InterconnectionInterconnection revenue for call termination, call transit andnetwork usage is recognised as the traffic flow occurs.
DataThe Company provides data communication services underpost-paid and prepaid payment arrangements. Revenueincludes fees for installation and activation, which are deferredover the expected average customer relationship period. Costsincurred on first time installations that form an integral part of thenetwork are capitalised and depreciated over the life of theexpected average customer relationship period. All otherinstallation and activation costs are expensed as incurred. Post-paid and prepaid service arrangements include subscriptionfees, typically monthly fees, which are recognised over thesubscription period.
Directory services
Included in other revenue are directory services. Revenue is
recognised when printed directories are released for
distribution, as the significant risks and rewards of ownership
have been transferred to the buyer. Electronic directories’
revenue is recognised on a monthly basis, as earned.
Sundry revenue
Sundry revenue is recognised when the economic benefit flows
to the Company and the earnings process is complete.
Interest on debtors’ accounts
Interest is raised on overdue accounts by using the effective
interest rate method and recognised in the income statement.
Marketing
Marketing costs are recognised as an expense as incurred.
Incentives
Incentives paid to service providers and dealers for products
delivered to the customer are expensed as incurred. Incentives
paid to service providers and dealers for services delivered are
expensed in the period that the related revenue is recognised.
Distribution incentives paid to service providers and dealers for
exclusivity are deferred and expensed over the contractual
relationship period.
Investment income
Dividends from investments are recognised on the date that the
Company is entitled to the dividend. Interest is recognised on a
time proportionate basis taking into account the principal
amount outstanding and the effective interest rate.
Taxation
Current taxation
The charge for current taxation is based on the results for the
year and is adjusted for non-taxable income and non-deductible
expenditure. Current taxation is measured at the amount
expected to be paid to the taxation authorities, using taxation
rates and laws that have been enacted or substantively enacted
by the balance sheet date.
Deferred taxation
Deferred taxation is accounted for using the balance sheet
liability method on all temporary differences at the balance
sheet date between taxation bases of assets and liabilities and
their carrying amounts for financial reporting purposes.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Taxation (continued)
Deferred taxation (continued)
Deferred taxation is not provided on the initial recognition of
goodwill or initial recognition of assets or liabilities which is not
a business combination and at the time of the transaction affects
neither accounting nor taxable profit or loss.
A deferred taxation asset is recognised to the extent that it is
probable that future taxable profits will be available against
which the associated unused taxation losses, unused taxation
credits and deductible temporary differences can be utilised.
The carrying amount of deferred taxation assets is reviewed at
each balance sheet date and is reduced to the extent that it is
no longer probable that the related taxation benefit will be
realised. In respect of deductible temporary differences
associated with investments in subsidiaries, associates and
interest in joint ventures, deferred income tax assets are
recognised only to the extent that it is probable that temporary
differences will reverse in the foreseeable future and taxable
profit will be available against which temporary differences can
be utilised.
Deferred taxation relating to items recognised directly in equity
is recognised in equity and not in the income statement.
Deferred taxation assets and liabilities are measured at the
taxation rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on taxation rates
(and taxation laws) that have been enacted or substantively
enacted by the balance sheet date.
Deferred taxation assets and deferred taxation liabilities are
offset, if a legally enforceable right exists to set off current
taxation assets against current taxation liabilities and the
deferred taxes relate to the same taxable entity and the same
taxation authority.
Secondary taxation on companies
Secondary taxation on companies (’STC’) is provided for at a
rate of 10% (12.5% before October 1, 2007) on the amount
by which dividends declared by the Company exceed
dividends received. Deferred taxation on unutilised STC credits
is recognised to the extent that STC payable on future dividend
payments is likely to be available for set-off.
Property, plant and equipment
At initial recognition acquired property, plant and equipment
are recognised at their purchase price, including import duties
and non-refundable purchase taxes, after deducting trade
discounts and rebates. The recognised cost includes any directly
attributable costs for preparing the asset for its intended use.
The cost of an item of property, plant and equipment is
recognised as an asset if it is probable that the future economic
benefits associated with the item will flow to the Company and
the cost of the item can be measured reliably.
Property, plant and equipment is stated at historical cost less
accumulated depreciation and any accumulated impairment
losses. Each component of an item of property, plant and
equipment with a cost that is significant in relation to the total
cost of the item is depreciated separately. Depreciation is
charged from the date the asset is available for use on a
straight-line basis over the estimated useful life and ceases at the
earlier of the date that the asset is classified as held for sale or
the date the asset is derecognised. Idle assets continue to attract
depreciation.
The estimated useful life of individual assets and the
depreciation method thereof are reviewed on an annual basis
at balance sheet date. The depreciable amount is determined
after taking into account the residual value of the asset. The
residual value is the estimated amount that the Company would
currently obtain from the disposal of the asset, after deducting
the estimated cost of disposal, if the asset were already of the
age and in the condition expected at the end of its useful life.
The residual values of assets are reviewed on an annual basis
at balance sheet date.
Assets under construction represents freehold buildings,
operating software, network and support equipment and
includes all direct expenditure as well as related borrowing
costs capitalised, but excludes the costs of abnormal amounts of
waste material, labour or other resources incurred in the
production of self-constructed assets.
Freehold land is stated at cost and is not depreciated. Amounts
paid by the Company on improvements to assets which are held
in terms of operating lease agreements are depreciated on a
straight-line basis over the shorter of the remaining useful life of
the applicable asset or the remainder of the lease period.
Where it is reasonably certain that the lease agreement will be
renewed, the lease period equals the period of the initial
agreement plus the renewal periods.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Property, plant and equipment (continued)The estimated useful lives assigned to groups of property, plantand equipment are:
Years
Freehold buildings 15 to 40Leasehold buildings 7 to 25Network equipment:
Cables 20 to 40Switching equipment 2 to 18Transmission equipment 5 to 18Other 1 to 20
Support equipment 5 to 13Furniture and office equipment 2 to 15Data processing equipment and software 3 to 10
Other 2 to 20
An item of property, plant and equipment is derecognised upondisposal or when no future economic benefits are expected fromits use or disposal. Any gain or loss arising on derecognition ofthe asset (calculated as the difference between the net disposalproceeds and the carrying amount of the asset) is included inthe income statement in the year the asset is derecognised.
Assets held under finance leases are depreciated over theirexpected useful lives on the same basis as owned assets or,where shorter, the term of the relevant lease if there is noreasonable certainty that the Company will obtain ownership bythe end of the lease term.
Intangible assetsAt initial recognition acquired intangible assets are recognised attheir purchase price, including import duties and non-refundablepurchase taxes, after deducting trade discounts and rebates. Therecognised cost includes any directly attributable costs for preparingthe asset for its intended use. Internally generated intangible assetsare recognised at cost comprising all directly attributable costsnecessary to create and prepare the asset to be capable ofoperating in the manner intended by management. Licences,software, trademarks, copyrights and other intangible assets arecarried at cost less accumulated amortisation and any accumulatedimpairment losses. Amortisation commences when the intangibleassets are available for their intended use and is recognised on astraight-line basis over the assets’ expected useful lives. Amortisationceases at the earlier of the date that the asset is classified as heldfor sale and the date that the asset is derecognised.
The residual value of intangible assets is the estimated amountthat the Company would currently obtain from the disposal ofthe asset, after deducting the estimated cost of disposal, if theasset were already of the age and in the condition expected at
the end of its useful life. Due to the nature of the asset theresidual value is assumed to be zero unless there is acommitment by a third party to purchase the asset at the end ofits useful life or when there is an active market that is likely toexist at the end of the asset’s useful life, which can be used toestimate the residual values. The residual values of intangibleassets and their useful lives are reviewed on an annual basis atbalance sheet date.
Intangible assets with indefinite useful lives and intangible assetsnot yet available for use are tested for impairment annuallyeither individually or at the cash-generating unit level. Suchintangibles are not amortised. The useful life of an intangibleasset with an indefinite life is reviewed annually to determinewhether indefinite life assessment continues to be supportable. Ifnot, the change in the useful life assessment from indefinite tofinite is made on a prospective basis.
Assets under construction represent application and other non-integral software and includes all direct expenditure as well asrelated borrowing costs capitalised, but excludes the costs ofabnormal amounts of waste material, labour or other resourcesincurred in the production of self-constructed assets.
Intangible assets are derecognised when they have beendisposed of or when the asset is permanently withdrawn from useand no future economic benefit is expected from its disposal. Anygains or losses on the retirement or disposal of assets arerecognised in the income statement in the year in which they arise.
The expected useful lives assigned to intangible assets are:
Years
Licences 5 to 30Software 2 to 10Trademarks, copyrights and other including FIFA brand 1 to 15
Asset retirement obligationsAsset retirement obligations related to property, plant andequipment and intangible assets are recognised at the presentvalue of expected future cash flows when the obligation todismantle or restore the site arises. The increase in the relatedasset’s carrying value is depreciated over its estimated usefullife. The unwinding of the discount is included in financecharges and fair value movements. Changes in themeasurement of an existing liability that result from changes inthe estimated timing or amount of the outflow of resourcesrequired to settle the liability, or a change in the discount rate,are accounted for as increases or decreases to the original costof the recognised assets. If the amount deducted exceeds thecarrying amount of the asset, the excess is recognisedimmediately in profit and loss.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Non-current assets held for sale
Non-current assets and disposal groups are classified as held
for sale if their carrying amount will be recovered through a sale
transaction rather than through continuing use. This condition is
regarded as met only when the sale is highly probable and the
asset (or disposal group) is available for immediate sale in its
present condition. Management must be committed to the sale,
which should be expected to qualify for recognition as a
complete sale within one year from the date of classification.
Assets are no longer depreciated when they are classified into
this category.
Non-current assets (and disposal groups) classified as held for
sale are measured at the lower of the assets’ previous carrying
amount and fair value less costs to sell.
Impairment of property, plant and equipment and
intangible assets
The Company regularly reviews its non-financial assets and
cash-generating units for any indication of impairment. When
indicators, including changes in technology, market, economic,
legal and operating environments occur and could result in
changes of the asset’s or cash-generating unit’s estimated
recoverable amount, an impairment test is performed.
The recoverable amount of assets or cash-generating units is
measured using the higher of the fair value less costs to sell and
its value in use, which is the present value of projected cash
flows covering the remaining useful lives of the assets.
Impairment losses are recognised when the asset’s carrying
value exceeds its estimated recoverable amount. Where
applicable, the recoverable amount is determined for the cash-
generating unit to which the asset belongs.
Previously recognised impairment losses are reviewed annually
for any indication that it may no longer exist or may have
decreased. If any such indication exists, the recoverable amount
of the asset is estimated. Such impairment losses are reversed
through the income statement if the recoverable amount has
increased as a result of a change in the estimates used to
determine the recoverable amount, but not to an amount higher
than the carrying amount that would have been determined (net
of depreciation or amortisation) had no impairment loss been
recognised in prior years.
Repairs and maintenance
The Company expenses all costs associated with repairs and
maintenance, unless it is probable that such costs would result in
increased future economic benefits flowing to the Company,
and the costs can be reliably measured.
Borrowing costs
Financing costs directly associated with the acquisition or
construction of assets that require more than three months to
complete and place in service are capitalised at interest rates
relating to loans specifically raised for that purpose, or at the
weighted average borrowing rate where the general pool of
Company borrowings was utilised. Other borrowing costs are
expensed as incurred.
Deferred revenue and expenses
Activation revenue and costs are recognised in accordance with
the principles contained in Emerging Issues Task Force Issue
No 00-21, Revenue Arrangements with Multiple Deliverables
(’EITF 00-21’), issued in the United States. This results in
activation revenue and costs up to the amount of the deferred
revenue being deferred and recognised systematically over the
expected duration of the customer relationship because it is
considered to be part of the customers’ ongoing rights to
telecommunication services and the operator’s continuing
involvement. Any excess of the costs over revenues is expensed
immediately.
Subsidiaries and joint venture
Investments in subsidiaries, special purpose entities and joint
ventures are carried at cost and adjusted for any impairment
losses.
Inventories
Installation material, maintenance and network equipment
inventories are stated at the lower of cost, determined on a
weighted average basis and estimated net realisable value.
Merchandise inventories are stated at the lower of cost,
determined on a first-in first-out (’FIFO’) basis and estimated net
realisable value. Write-down of inventories arises when, for
example, goods are damaged or when net realisable value is
lower than carrying value.
Financial instruments
Recognition and initial measurement
All financial instruments are initially recognised at fair value,
plus, in the case of financial assets and liabilities not at fair
value through profit or loss, transaction costs that are directly
attributable to the acquisition or issue. Financial instruments are
recognised when the Company becomes a party to their
contractual arrangements. All regular way transactions are
accounted for on settlement date. Regular way purchases or
sales are purchases or sales of financial assets that require
delivery of assets within the period generally established by
regulation or convention in the marketplace.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Financial instruments (continued)
Subsequent measurement
Subsequent to initial recognition, the Company classifies
financial assets as ’at fair value through profit or loss’, ’held-to-
maturity investments’, ’loans and receivables’, or ’available-for-
sale'. Financial liabilities are classified ’at fair value through
profit or loss’ or ’other financial liabilities’. The measurement of
each is set out below and presented in a table in note 12.
The fair value of financial assets and liabilities that are actively
traded in financial markets is determined by reference to quoted
market prices at the close of business on the balance sheet date.
Where there is no active market, fair value is determined using
valuation techniques such as discounted cash flow analysis.
Financial assets at fair value through profit or loss
The Company classifies financial assets that are held for trading
in the category ’financial assets at fair value through profit or
loss’. Financial assets are classified as held for trading if they
are acquired for the purpose of selling in the future. Derivatives
not designated as hedges are also classified as held for trading.
On remeasurement to fair value the gains or losses on held for
trading financial assets are recognised in net finance charges
and fair value movements for the year.
Gains and losses arising from changes in the fair value of the
’financial assets at fair value through profit or loss’ category are
presented in the income statement within ’finance charges and
fair value movements’ in the period which they arise.
Held-to-maturity financial assets
The Company classifies non-derivative financial assets with fixed
or determinable payments and fixed maturity dates as held-to-
maturity when the Company has the positive intention and
ability to hold to maturity. These assets are subsequently
measured at amortised cost. Amortised cost is computed as the
amount initially recognised minus principal repayments, plus or
minus the cumulative amortisation using the effective interest
method. This calculation includes all fees paid or received
between parties to the contract. For investments carried at
amortised cost, gains and losses are recognised in net profit or
loss when the investments are sold or impaired.
Loans and receivables
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market. Such assets are carried at amortised cost using the
effective interest method. Trade receivables are subsequently
measured at the original invoice amount where the effect of
discounting is not material.
Available-for-sale financial assets
Available-for-sale financial assets are those non-derivative assets
that are designated as available-for-sale, or are not classified in
any of the three preceding categories. Equity instruments are all
treated as available-for-sale financial instruments. After initial
recognition, available-for-sale financial assets are measured at
fair value, with gains and losses being recognised as a
separate component of equity, net of taxation. Dividend income
is recognised in the income statement as part of other income
when the Company’s right to receive payment is established.
Changes in the fair value of monetary items denominated in a
foreign currency and classified as available-for-sale are
analysed between translation differences resulting from changes
in amortised cost of the security and other changes in carrying
amount of the item. The translation differences on monetary
items are recognised in profit or loss, while translation
differences on non-monetary securities are recognised in equity.
Changes in the fair value of monetary and non-monetary items
classified as available-for-sale are recognised directly in equity.
When an investment is derecognised or determined to be
impaired, the cumulative gain or loss previously recorded in
equity is recognised in profit or loss.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as ‘at fair value through profit
or loss’ (’FVTPL’) where the financial liability is held for trading.
A financial liability is classified as held for trading:
• if it is acquired for the purpose of settling in the near term; or
• if it is a derivative that is not designated and effective as a
hedging instrument.
Financial liabilities at a FVTPL are stated at fair value, with any
resultant gains or losses recognised in profit or loss. The net gain
or loss recognised in profit or loss incorporates any interest paid
on the financial liability.
Other financial liabilities
Other financial liabilities are subsequently measured at
amortised cost using the effective interest rate method, with
interest expense recognised in finance charges and fair value
movements, on an effective interest rate basis.
The effective interest rate is the rate that accurately discounts
estimated future cash payments through the expected life of the
financial liability or, where appropriate, a shorter period.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Financial instruments (continued)
Financial guarantee contracts
Financial guarantee contracts are subsequently measured at the
higher of the amount determined in accordance with IAS37
Provisions, Contingent Liabilities and Contingent Assets or the
amount initially recognised less, when appropriate, cumulative
amortisation, recognised in accordance with IAS18 Revenue.
Cash and cash equivalents
Cash and cash equivalents are measured at amortised cost. This
comprises cash on hand, deposits held on call and term
deposits with an initial maturity of less than three months when
entered into.
For the purpose of the cash flow statement, cash and cash
equivalents consist of cash and cash equivalents defined above,
net of credit facilities utilised.
Capital and money market transactions
New bonds and commercial paper bills issued are subsequently
measured at amortised cost using the effective interest rate
method.
Bonds issued where the Company is a buyer and seller of last
resort are carried at fair value. The Company does not actively
trade in bonds.
Derecognition
A financial instrument or a portion of a financial instrument will
be derecognised and a gain or loss recognised when the
Company’s contractual rights expire, financial assets are
transferred or financial liabilities are extinguished. On
derecognition of a financial asset or liability, the difference
between the consideration and the carrying amount on the
settlement date is included in finance charges and fair value
movements for the year. For available-for-sale assets, the fair
value adjustment relating to prior revaluations of assets is
transferred from equity and recognised in finance charges and
fair value movements for the year.
Bonds and commercial paper bills are derecognised when the
obligation specified in the contract is discharged. The difference
between the carrying value of the bond and the amount paid to
extinguish the obligation is included in finance charges and fair
value movements for the year.
Impairment of financial assets
At each balance sheet date an assessment is made of whether
there are any indicators of impairment of a financial asset or a
group of financial assets based on observable data about one
or more loss events that occurred after the initial recognition of
the asset or the group of assets. In the case of equity securities
classified as available-for-sale, a significant or prolonged
decline in the fair value of the security below its cost is
considered as an indicator that the securities are impaired. For
loans and receivables carried at amortised cost, if there is
objective evidence that an impairment loss has been incurred,
the amount of the loss is measured at the difference between the
asset’s carrying amount and the present value of estimated future
cashflows. The carrying amount of the asset is reduced through
the use of an allowance account and the amount of the loss is
recognised in the income statement.
If any such evidence exists for available-for-sale assets, the
cumulative loss – measured as the difference between the
acquisition cost and the current fair value, less any impairment
loss on that financial asset previously recognised in profit or loss
– is removed from equity and recognised in the income
statement. Impairment losses recognised in the income statement
on equity instruments are not reversed through the income
statement. The recoverable amount of financial assets carried at
amortised cost is calculated as the present value of expected
future cash flows discounted at the original effective interest rate
of the asset.
If, in a subsequent period, the amount of the impairment loss for
financial assets decreases and the decrease can be related
objectively to an event occurring after the impairment was
recognised, the previously recognised impairment loss is
reversed except for those financial assets classified as available-
for-sale and carried at cost that are not reversed. Any
subsequent reversal of an impairment loss is recognised in the
income statement, to the extent that the carrying value of the
asset does not exceed its amortised cost at the reversal date.
Reversals in respect of equity instruments classified as available-
for-sale are not recognised in profit and loss. Reversals of
impairment losses on debt instruments classified as available-for-
sale are reversed through the income statement, if the increase
in fair value of the instrument can be objectively related to an
event occurring after the impairment loss was recognised
through the income statement.
Embedded derivatives
The Company assesses whether an embedded derivative is
required to be separated from the host contract and accounted
for as a derivative when it first becomes party to the contract.
The Company reassesses the contract when there is a change
in the terms of the contract which significantly modifies the cash
flows that would otherwise be required under the contract.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009264
2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Financial instruments (continued)
Financial instruments: Disclosures
The Company groups its financial instruments into classes of
similar instruments and where disclosure is required, it discloses
them by class. It also discloses information about the nature and
extent of risks arising from its financial instruments (refer to
note 12).
Foreign currencies
The functional and presentation currency of the Company is the
South African Rand (ZAR).
Transactions denominated in foreign currencies are measured at
the rate of exchange at transaction date. Monetary items
denominated in foreign currencies are remeasured at the rate of
exchange at settlement date or balance sheet date, whichever
occurs first. Exchange differences on the settlement or translation
of monetary assets and liabilities are included in finance
charges and fair value movements in the period in which they
arise. Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions. Non-
monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair
value is determined.
Treasury shares
Where the Company acquires, or in substance acquires, its
own shares, such shares are measured at cost and disclosed as
a reduction of equity. No gain or loss is recognised in profit or
loss on the purchase, sale, issue or cancellation of the
Company’s own equity instruments. Such shares are not
remeasured for changes in fair value.
Where the Company chooses or is required to buy equity
instruments from another party to satisfy its obligations to its
employees under the share-based payment arrangement by
delivery of its own shares, the transaction is accounted for as
equity-settled. This applies regardless of whether the employee’s
rights to the equity instruments were granted by the Company
itself or by its shareholders or was settled by the Company itself
or its shareholders.
Leases
A lease is classified as a finance lease if it transfers substantially
all the risks and rewards incidental to ownership. All other
leases are classified as operating leases.
Where the Company enters into a service agreement as a
supplier or a customer that depends on the use of a specific
asset, and conveys the right to control the use of the specific
asset, the arrangement is assessed to determine whether it
contains a lease. Once it has been concluded that an
arrangement contains a lease, it is assessed against the criteria
in IAS17 to determine if the arrangement should be recognised
as a finance lease or operating lease.
The land and buildings elements of a lease of land and
buildings are considered separately for the purposes of lease
classification unless it is impractical to do so.
LesseeOperating lease payments are recognised in the income
statement on a straight-line basis over the lease term.
Assets acquired in terms of finance leases are capitalised at the
lower of fair value and the present value of the minimum lease
payments at inception of the lease and depreciated over the
lesser of the useful life of the asset and the lease term. The
capital element of future obligations under the leases is included
as a liability in the balance sheet. Lease finance costs are
amortised in the income statement over the lease term using the
interest rate implicit in the lease. Where a sale and leaseback
transaction results in a finance lease, any excess of sale
proceeds over the carrying amount is deferred and recognised
in the income statement over the term of the lease.
LessorOperating lease revenue is recognised in the income statement
on a straight-line basis over the lease term.
Assets held under a finance lease are recognised in the balance
sheet and presented as a receivable at an amount equal to the
net investment in the lease. The recognition of finance income
is based on a pattern reflecting a constant periodic rate of return
on the net investment in the finance lease.
Employee benefitsPost-employment benefitsThe Company provides defined benefit and defined contribution
plans for the benefit of employees. These plans are funded by
the employees and the Company, taking into account
recommendations of the independent actuaries. The post-
retirement telephone rebate liability is unfunded.
Defined contribution plansThe Company’s funding of the defined contribution plans is
charged to employee expenses in the same year as the related
service is provided.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)Summary of significant accounting policies (continued)
Employee benefits (continued)
Defined benefit plans
The Company provides defined benefit plans for pension,
retirement, post-retirement medical aid benefits and telephone
rebates to qualifying employees. The Company’s net obligation
in respect of defined benefits is calculated separately for each
plan by estimating the amount of future benefits earned in return
for services rendered.
The amount recognised in the balance sheet represents the
present value of the defined benefit obligations, calculated by
using the projected unit credit method, as adjusted for
unrecognised actuarial gains and losses, unrecognised past
service costs and reduced by the fair value of the related plan
assets. The amount of any surplus recognised and reflected as
a defined benefit asset is limited to unrecognised actuarial
losses and past service costs plus the present value of available
refunds and reductions in future contributions to the plan. To the
extent that there is uncertainty as to the entitlement to the surplus,
no asset is recognised. No gain is recognised solely as a result
of an actuarial loss or past service cost in the current period and
no loss is recognised solely as a result of an actuarial gain or
past service cost in the current period.
Actuarial gains and losses are recognised as employee
expenses when the cumulative unrecognised gains and losses
for each individual plan exceed 10% of the greater of the
present value of the Company’s obligation and the fair value of
plan assets at the beginning of the year. These gains or losses
are amortised on a straight-line basis over 10 years for all the
defined benefit plans, except gains or losses related to the
pensioners in the Telkom Retirement Fund or unless the standard
requires faster recognition. For the Telkom Retirement Fund
pensioners, the cumulative unrecognised actuarial gains and
losses in excess of the 10% corridor at the beginning of the year
are recognised immediately.
Past service costs are recognised immediately to the extent that
the benefits are vested, otherwise they are recognised on a
straight-line basis over the average period the benefits become
vested.
Leave benefits
Annual leave entitlement is provided for over the period that the
leave accrues and is subject to a cap of 22 days.
Workforce reduction
Workforce reduction expenses are payable when employment
is terminated before the normal retirement age or when an
employee accepts voluntary redundancy in exchange for
benefits. Workforce reduction benefits are recognised when the
entity is demonstrably committed and it is probable that the
expenses will be incurred. In the case of an offer made to
encourage voluntary redundancy, the measurement of
termination benefits is based on the number of employees
expected to accept the offer.
Share-based compensation
The grants of equity instruments, made to employees in terms of
the Telkom Conditional Share Plan, are classified as equity-
settled share-based payment transactions. The expense relating
to the services rendered by the employees, and the
corresponding increase in equity, is measured at the fair value
of the equity instruments at their date of grant based on the
market price at grant date, adjusted for the lack of entitlement to
dividends during the vesting period. This compensation cost is
recognised over the vesting period, based on the best available
estimate at each balance sheet date of the number of equity
instruments that are expected to vest.
Short-term employee benefits
The cost of all short-term employee benefits is recognised during
the year the employees render services, unless the Company
uses the services of employees in the construction of an asset
and the benefits received meet the recognition criteria of an
asset, at which stage it is included as part of the related
property, plant and equipment or intangible asset item.
Provisions
Provisions are recognised when the Company has a present
obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources will be required to settle
the obligation, and a reliable estimate can be made of the
amount of the obligation. Provisions are reviewed at each
balance sheet date and adjusted to reflect the current best
estimate. Where the effect of the time value of money is
material, the amount of the provision is the present value of the
expenditures expected to be required to settle the obligation.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009266
2007 2008 2009
Rm Rm Rm
3. REVENUE3.1 Total revenue 35,818 36,641 37,058
Operating revenue 32,340 32,571 33,659
Other income (excluding profit on disposal of property, plant and
equipment, intangible assets and investments, refer to note 4) 276 331 492
Investment income (refer to note 6) 3,202 3,739 2,907
3.2 Operating revenue 32,340 32,571 33,659
Subscriptions, connections and other usage 6,286 6,330 6,614
Traffic 16,740 15,949 15,323
Domestic (local and long distance) 7,563 6,327 5,670
Fixed-to-mobile 7,646 7,557 7,420
International (outgoing) 988 986 933
Subscription based calling plans 543 1,079 1,300
Interconnection 1,639 1,757 2,084
Data 7,489 8,308 9,310
Sundry revenue 186 227 328
4. OTHER INCOME 655 498 524
Other income (included in Total revenue, refer to note 3) 276 331 492
Interest received from trade receivables 181 211 214
Other interest 8 37 189
Sundry income 87 83 89
Profit on disposal of property, plant and equipment and intangible
assets 15 167 32
Profit on disposal of investment 364 – –
The increase in the current year’s other interest is a result of the
increase in loans to subsidiaries (refer to note 11).
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 267
2007 2008 2009
Rm Rm Rm
5. OPERATING EXPENSESOperating expenses comprise:
5.1 Employee expenses 7,077 7,386 7,990
Salaries and wages 5,076 5,519 5,742
Medical aid contributions 377 407 404
Retirement contributions 439 460 460
Post-retirement pension and retirement fund (refer to note 25) 33 5 29
Current service cost 5 5 4
Interest cost 329 509 633
Expected return on plan assets (508) (713) (825)
Actuarial gain (136) (16) –
Settlement loss/(gain) 21 (2) (3)
Asset limitation 322 222 220
Post-retirement medical aid (refer to note 25) 329 277 455
Current service cost 83 84 95
Interest cost 285 321 426
Expected return on plan asset (188) (257) (223)
Actuarial loss 149 129 157
Telephone rebates (refer to note 25) 104 27 61
Current service cost 4 3 6
Interest cost 19 22 39
Past service cost 76 2 2
Actuarial loss 5 – 14
Share-based compensation expense (refer to note 22 and 25) 141 522 554
Other benefits* 1,274 969 1,021
Employee expenses capitalised (696) (800) (736)
* Other benefits include annual leave, performance incentive, service bonuses, skills development and workforce reduction expenses.
5.2 Payments to other operators 6,461 6,902 7,536
Payments to other network operators consist of expenses in
respect of interconnection with other network operators.
5.3 Selling, general and administrative expenses 3,970 3,904 6,580
Selling and administrative expenses 1,329 1,108 3,428
Maintenance 1,900 1,996 2,293
Marketing 604 583 574
Bad debts (refer to note 17) 137 217 285
Included in the current year’s selling and administrative expenses, a total impairment loss of R2,178 million (2008: R229 million;
2007: RNil) has been recognised on investments.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009268
2007 2008 2009
Rm Rm Rm
5. OPERATING EXPENSES (continued)5.4 Service fees 2,236 2,410 2,760
Facilities and property management 1,140 1,221 1,261 Consultancy services 209 160 324 Security and other 833 978 1,122 Auditors’ remuneration 54 51 53
Audit services 53 51 50
Company auditors 47 46 46
Current year 47 43 46 Prior year underprovision – 3 –
Other auditors – current year 6 5 4
Other services 1 – 3
Included in the current year’s consultancy services is an amount of R177 million relating to services rendered in respect of the transaction to dispose of the Company’s stake in Vodacom Group (Proprietary) Limited.
The increase in the current year’s security and other costs is mainly attributable to the new contract negotiated to secure the copper network in the Company’s drive to cutting down on cable thefts.
5.5 Operating leases 762 619 613
Land and buildings 131 142 166 Equipment 79 49 58 Vehicles 552 428 389
5.6 Depreciation, amortisation and write-offs 3,583 3,732 4,358
Depreciation of property, plant and equipment (refer to note 9) 2,994 3,062 3,398 Amortisation of intangible assets (refer to note 10) 305 408 638 Write-offs of property, plant and equipment and intangible assets 284 262 322
Included in the current year’s amortisation of intangible assets is an amount of R134 million relating to the FIFA brand intangible asset.
In recognition of the changed usage patterns of certain items of property, plant and equipment and intangible assets, the Company revised their remaining useful lives as at March 31. The assets affected were individual items of Network equipment, Data processing equipment, Support equipment, Freehold land and buildings and Intangible assets. The revised estimated useful lives of these assets as set out below, resulted in a decrease of the current year depreciation and amortisation charges of R11,4 million (2008: R196 million; 2007: R942 million).
Previous life Revised lifeYears Years
Property, plant and equipmentOther 2 – 15 2 – 20
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 269
2007 2008 2009
Rm Rm Rm
6. INVESTMENT INCOME 3,202 3,739 2,907
Interest income 196 142 160
Dividend income from joint venture 2,700 2,970 2,600
Dividend income from subsidiaries 306 627 147
Included in investment income is an amount of R160 million
(2008: R142 million; 2007: R196 million) which relates to
interest earned from financial assets not measured at fair value
through profit or loss.
7. FINANCE CHARGES AND FAIR VALUE MOVEMENTS 1,027 1,289 1,460
Finance charges on interest-bearing debt 1,142 1,499 1,655
Local debt 1,303 1,675 1,818
Finance charges capitalised (161) (176) (163)
Foreign exchange gains and losses and fair value movements (115) (210) (195)
Foreign exchange losses/(gains) 58 116 (318)
Fair value adjustments on derivative instruments (173) (326) 123
Capitalisation rate 14.8% 12.6% 12.4%
Included in finance charges is an amount of R1,655 million (2008: R1,499 million; 2007: R1,142 million) which relates to interest paid
on financial liabilities not measured at fair value through profit or loss.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009
Rm Rm Rm
8. TAXATION 2,690 2,599 516
South African normal company taxation 1,874 1,879 1,510
Current taxation 1,907 1,879 1,540
Overprovision for prior year (33) – (30)
Deferred taxation 521 357 (1,150)
Temporary differences – normal company taxation 561 255 111
Temporary difference – secondary taxation on companies
(’STC’) taxation credits (raised)/utilised (41) 157 (87)
Capital gains taxation (’CGT’) – – (1,280)
Change in taxation rate – (55) –
Underprovision in prior year 1 – 106
Secondary taxation on companies 295 363 156
Reconciliation of taxation rate % % %
Effective rate 24.2 24.6 8.9
South African normal rate of taxation 29.0 29.0 28.0
Adjusted for: (4.8) (4.4) (19.1)
Change in taxation rate – (0.5) –
Exempt income (8.3) (10.6) (13.9)
Disallowable expenditure 1.5 1.8 13.8
STC taxation credits (raised)/utilised (0.4) 1.5 (1.5)
STC taxation charge 2.7 3.4 2.7
CGT asset – – (22.1)
Other – – 0.6
Net (overprovision)/underprovision for prior year (0.3) – 1.3
The Company has historically filed, and continues to file, all required income taxation returns. Management believes that the principles
applied in determining the Company’s taxation obligations are consistent with the principles and interpretations of South African taxation
laws.
Included in the current year’s deferred taxation expense is an amount of R1,280 million relating to the deferred taxation on the CGT
base cost of the investments which are held for sale.
The decrease in the deferred taxation expense is mainly due to the temporary difference on CGT as well as the decrease in STC
taxation credits.
South African normal rate of taxation has decreased from 29% to 28% effective from the March 31, 2009 financial year.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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2007 2008 2009
Accumulated Carrying Accumulated Carrying Accumulated Carrying
Cost depreciation value Cost depreciation value Cost depreciation value
Rm Rm Rm Rm Rm Rm Rm Rm Rm
9. PROPERTY, PLANT AND EQUIPMENTFreehold land
and buildings 4,381 (1,829) 2,552 4,581 (1,988) 2,593 4,886 (2,128) 2,758
Leasehold
buildings 496 (299) 197 534 (348) 186 519 (355) 164
Network
equipment 49,780 (25,774) 24,006 52,952 (27,366) 25,586 57,438 (29,470) 27,968
Support
equipment 3,584 (2,209) 1,375 3,863 (2,377) 1,486 3,916 (2,479) 1,437
Furniture and
office
equipment 345 (236) 109 372 (265) 107 387 (286) 101
Data processing
equipment and
software 4,758 (3,022) 1,736 4,951 (3,103) 1,848 5,041 (3,309) 1,732
Under
construction 2,530 – 2,530 3,362 – 3,362 2,907 – 2,907
Other 456 (347) 109 476 (371) 105 694 (416) 278
66,330 (33,716) 32,614 71,091 (35,818) 35,273 75,788 (38,443) 37,345
Fully depreciated assets with a cost of R155 million (2008: R498 million; 2007: R1,225 million) were derecognised in the 2009 financial
year. This has reduced both the cost and accumulated depreciation of property, plant and equipment.
Property, plant and equipment with a carrying value of R158 million (2008: R188 million; 2007: R203 million) are pledged as security.
Details of the loans are disclosed in note 23.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009272
9. PROPERTY, PLANT AND EQUIPMENT (continued)The carrying amounts of property, plant and equipment can be reconciled as follows:
Carrying Carrying value at Write-offs value at
beginning and end of year Additions Transfers reversals Disposals Depreciation of year
Rm Rm Rm Rm Rm Rm Rm
2009Freehold land and buildings 2,593 258 81 (5) (2) (167) 2,758 Leasehold buildings 186 2 – – – (24) 164 Network equipment 25,586 2,830 2,292 (141) (71) (2,528) 27,968 Support equipment 1,486 127 118 (12) – (282) 1,437Furniture and office equipment 107 7 8 – – (21) 101 Data processing equipment and software 1,848 145 63 (4) – (320) 1,732Under construction 3,362 2,281 (2,627) (109) – – 2,907Other 105 216 14 (1) – (56) 278
35,273 5,866 (51) (272) (73) (3,398) 37,345
2008Freehold land and buildings 2,552 198 22 (3) (8) (168) 2,593 Leasehold buildings 197 7 30 – – (48) 186 Network equipment 24,006 2,693 1,308 (96) (88) (2,237) 25,586 Support equipment 1,375 257 117 (7) – (256) 1,486 Furniture and office equipment 109 26 1 – – (29) 107 Data processing equipment and software 1,736 268 161 (14) – (303) 1,848 Under construction 2,530 2,588 (1,725) (31) – – 3,362 Other 109 7 10 – – (21) 105
32,614 6,044 (76) (151) (96) (3,062) 35,273
2007Freehold land and buildings 2,610 102 (8) 17 – (169) 2,552 Leasehold buildings 240 – – – (14) (29) 197 Network equipment 23,253 2,599 847 (190) (240) (2,263) 24,006 Support equipment 1,134 352 105 (13) – (203) 1,375 Furniture and office equipment 104 11 5 – – (11) 109 Data processing equipment and software 1,779 303 (48) (9) – (289) 1,736 Under construction 1,316 2,163 (912) (37) – – 2,530 Other 52 16 72 (1) – (30) 109
30,488 5,546 61 (233) (254) (2,994) 32,614
Full details of land and buildings are available for inspection at the registered offices of the Company.
The Company does not have temporarily idle property, plant and equipment.
A major portion of this capital expenditure relates to the expansion of existing networks and services. An extensive build programme thatprovides capacity for growth in services, with focus on the Next Generation Network technologies, has resulted in an increase in property,plant and equipment additions which is expected to continue over the next few years.
Included in the current year’s additions in the other category is an amount of R179 million (2008: R31 million; 2007: RNil) that relatesto finance leases.
An amount of R71 million (2008: R88 million; 2007: R240 million) under property, plant and equipment disposals relates to thereclassification of Customer Premises Equipment at the start of the lease. These disposals are as a result of the Company entering into aleasing arrangement.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 273
2007 2008 2009
Accumulated Carrying Accumulated Carrying Accumulated Carrying
Cost amortisation value Cost amortisation value Cost amortisation value
Rm Rm Rm Rm Rm Rm Rm Rm Rm
10. INTANGIBLE ASSETSTrademarks, copyrightsand FIFA brand 52 (52) – 197 (59) 138 457 (203) 254 Software 5,306 (2,913) 2,393 6,239 (3,312) 2,927 7,031 (3,785) 3,246 Under construction 1,109 – 1,109 741 – 741 488 – 488
6,467 (2,965) 3,502 7,177 (3,371) 3,806 7,976 (3,988) 3,988
The carrying amounts of intangible assets can be reconciled as follows:Carrying Carrying value at value at
beginning end of year Additions Transfers Write-offs Disposals Amortisation of year
Rm Rm Rm Rm Rm Rm Rm
2009Trademarks, copyrights and FIFA brand 138 260 – – – (144) 254Software 2,927 207 607 (1) – (494) 3,246Under construction 741 357 (555) (55) – – 488
3,806 824 52 (56) – (638) 3,988
2008Trademarks and copyrights – 144 – – – (6) 138 Software 2,393 250 688 (2) – (402) 2,927 Under construction 1,109 353 (612) (109) – – 741
3,502 747 76 (111) – (408) 3,806
2007Software 1,804 323 575 (4) – (305) 2,393 Under construction 1,063 729 (636) (47) – – 1,109
2,867 1,052 (61) (51) – (305) 3,502
There are no intangible assets whose title is restricted, or that have been pledged as security for liabilities at March 31, 2009.
Intangible assets that are material to the Company consist of Software, Copyrights and Trademarks whose average remaining amortisationperiod is 5.6 years (2008: 5.9 years; 2007: 6.58 years).
No intangible asset has been assessed as having an indefinite useful life.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009274
2007 2008 2009
Rm Rm Rm
11. INVESTMENTS 887 3,883 7,693
Special purpose entity – cell captiveCost 535 535 535 Subsidiaries 352 3,348 7,158
Trudon (formerly TDS Directory Operations) (Proprietary) Limited64.90% shareholding at cost 167 167 167 Swiftnet (Proprietary) Limited**100% shareholding at cost 25 25 – Rossal No 65 (Proprietary) Limited – – – 100% shareholding at cost (R100) – – – Acajou Investments (Proprietary) Limited100% shareholding at cost (R100) – – – Intekom (Proprietary) Limited100% shareholding at cost 10 10 10 Q-Trunk (Proprietary) Limited – – –
100% shareholding at cost 10 10 10 Loan 30 26 22 Impairment (40) (36) (32)
Telkom Media (Proprietary) Limited** – 109 –
75% shareholding at cost (R2,868) – – – Loan – 326 – Impairment of loan – (217) –
Africa Online Limited 150 212 275
100% shareholding at cost 150 150 150 Impairment of investment – (12) (97)Loan – 74 222
Multi-Links Telecommunications Limited* – 840 5,595
25% shareholding at cost – – 1,339 Impairment of investment – – (969)Loan – 840 5,225
Telkom Communications International (Proprietary) Limited 100% shareholding at cost (R12) – – – Telkom International (Proprietary) Limited* – 1,985 1,111
100% shareholding at cost (R100) – – – Loan – 1,985 1,985 Impairment of loan – – (874)Available-for-saleUnlisted investmentRascom0.69% (2008: 0.69%; 2007: 0.69%) interest in Regional African Satellite Communications Organisation, headquartered in Abidjan, Ivory Coast, at cost – – –
Cost 1 1 1 Impairment (1) (1) (1)IncorporationThe subsidiaries and joint venture are all incorporated in the Republic of South Africa, with the exception of Telkom CommunicationsInternational (Proprietary) Limited and Africa Online Limited that are incorporated in the Republic of Mauritius, and Multi-LinksTelecommunications (Proprietary) Limited, which is incorporated in Nigeria.
* The 75% shareholding in Multi-Links Telecommunications Limited is an indirect investment through Telkom International (Proprietary) Limited.** The investments Swiftnet (Proprietary) Limited and Telkom Media (Proprietary) Limited are both classified as assets held for sale in the 2009 financial year
in terms of IFRS5. (Refer to note 16.)
The aggregate directors’ valuation of the above investments is R321 million (2008: R7,658 million; 2007: R6,690 million) based on netasset values.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Risk management
Exposure to continuously changing market conditions has made management of financial risk critical for the Company. Treasury policies,
risk limits and control procedures are continuously monitored by the Board of Directors through its audit and risk committee.
The Company holds or issues financial instruments to finance its operations, for the temporary investment of short-term funds and to manage
currency and interest rate risks. In addition, financial instruments such as trade receivables and payables arise directly from the Company’s
operations.
The Company finances its operations primarily by a mixture of issued share capital, retained earnings, long-term and short-term loans. The
Company uses derivative financial instruments to manage its exposure to market risks from changes in interest and foreign exchange rates.
The derivatives used for this purpose are principally interest rate swaps and forward exchange contracts. The Company does not speculate
in derivative instruments.
The table below sets out the classification of financial assets and liabilities:
At fair
value
through Financial
profit liabilities
or loss at Loans Available Total
held for amortised Held-to- and for carrying Fair
trading cost maturity receivables sale value value
Notes Rm Rm Rm Rm Rm Rm Rm
Classes of financial instruments
per balance sheet
2009
Assets 154 – 1,044 15,062 34 16,294 16,460
Trade and other receivables* 17 – – – 6,153 – 6,153 6,153
Investments 11 – – – 7,693 – 7,693 7,693
Finance lease receivable 13 – – – 275 – 275 275
Assets held for sale and
discontinued operations 16 – – – – 34 34 200
Other financial assets 154 – 1,044 – – 1,198 1,198
Repurchase agreements 18 – – 1,044 – – 1,044 1,044
Interest rate swaps 18 4 – – – – 4 4
Forward exchange contracts 18 150 – – – – 150 150
Cash and cash equivalents 19 – – – 941 – 941 941
Liabilities (225) (23,257) – – – (23,482) (24,555)
Interest-bearing debt 23 – (17,704) – – – (17,704) (18,777)
Trade and other payables 27 – (5,424) – – – (5,424) (5,424)
Shareholders for dividend 32 – (23) – – – (23) (23)
Credit facilities utilised 19 – (106) – – – (106) (106)
Other financial liabilities (225) – – – – (225) (225)
Interest rate swaps 18 (72) – – – – (72) (72)
Forward exchange contracts 18 (153) – – – – (153) (153)
(71) (23,257) 1,044 15,062 34 (7,188) (8,095)
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)At fair value
through Financial profit or liabilities at Total
loss held amortised Held-to- Loans and Available carrying Fair for trading cost maturity receivables for sale value value
Notes Rm Rm Rm Rm Rm Rm Rm
Classes of financial instruments per balance sheet2008Assets 443 – – 11,224 – 11,667 11,667
Trade and other receivables* 17 – – – 6,593 – 6,593 6,593 Investments 11 – – – 3,883 – 3,883 3,883 Finance lease receivable 13 – – – 265 – 265 265 Other financial assets 443 – – – – 443 443
Forward exchange contracts 18 443 – – – – 443 443
Cash and cash equivalents 19 – – – 483 – 483 483
Liabilities (168) (18,346) – – – (18,514) (19,029)
Interest bearing debt 23 – (13,362) – – – (13,362) (13,877)Trade and other payables 27 – (4,923) – – – (4,923) (4,923)Shareholders for dividend 32 – (20) – – – (20) (20)Credit facilities utilised 19 – (41) – – – (41) (41)Other financial liabilities (168) – – – – (168) (168)
Forward exchange contracts 18 (168) – – – – (168) (168)
275 (18,346) – 11,224 – (6,847) (7,362)
Classes of financial instruments per balance sheet2007Assets 229 – – 7,025 – 7,254 7,254
Trade and other receivables* 17 – – – 5,755 – 5,755 5,755 Investments 11 – – – 887 – 887 887 Finance lease receivable 13 – – – 207 – 207 207 Other financial assets 229 – – – – 229 229
Bills of exchange 18 98 – – – – 98 98 Forward exchange contracts 18 131 – – – – 131 131
Cash and cash equivalents 19 – – – 176 – 176 176
Liabilities (155) (13,333) – – – (13,488) (14,849)
Interest bearing debt 23 (98) (8,985) – – – (9,083) (10,444)Trade and other payables 27 – (4,333) – – – (4,333) (4,333)Shareholders for dividend 32 – (15) – – – (15) (15)Credit facilities utilised 19 – – – – – – –Other financial liabilities (57) – – – – (57) (57)
Interest rate swaps 18 (26) – – – – (26) (26)Forward exchange contracts 18 (31) – – – – (31) (31)
74 (13,333) – 7,025 – (6,234) (7,595)
* Trade and other receivables are disclosed net of prepayments of R267 million (2008: R266 million; 2007: R165 million).
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
12.1. Fair value of financial instruments
Carrying value of all financial instruments noted in the balance sheet approximates fair value except as disclosed below.
The estimated net fair values as at March 31, 2009, have been determined using available market information and appropriate valuation
methodologies as outlined below. This value is not necessarily indicative of the amounts that the Company could realise in the normal course
of business.
Derivatives are recognised at fair value.
The fair values of derivatives are determined using quoted prices or, where such prices are not available, discounted cash flow analysis is
used. These amounts reflect the approximate values of the net derivative position at the balance sheet date.
The carrying value of receivables, bank balances, repurchase agreements and other liquid funds, payables and accruals, approximate
their fair value due to the short-term maturities of these instruments.
The fair values of the borrowings disclosed above are based on quoted prices or, where such prices are not available, the expected future
payments discounted at market interest rates, as a result they differ from carrying values.
The fair values of listed investments are based on quoted market prices.
12.2 Interest rate risk management
Interest rate risk arises from the repricing of the Company’s forward cover and floating rate debt as well as incremental funding or new
borrowings and the refinancing of existing borrowings.
The Company’s policy is to manage interest cost through the utilisation of a mix of fixed and floating rate debt. In order to manage this mix
in a cost efficient manner and to hedge specific exposure in the interest rate repricing profile of the existing borrowings and anticipated
peak additional borrowings, the Company makes use of interest rate derivatives as approved in terms of the Company policy limits. Fixed
rate debt represents approximately 64.86% (2008: 57.03%; 2007: 98.83%) of the total debt. The debt profile of mainly fixed rate debt
has been maintained to limit the Company’s exposure to interest rate increases given the size of the Company’s debt portfolio. There were
no changes in the policies and processes for managing and measuring the risk from the previous period.
The table below summarises the interest rate swaps outstanding as at March 31:
Weighted
average
Notional coupon
Average amount rate
maturity Currency Rm %
2009
Interest rate swaps outstanding
Pay fixed 2-5 years ZAR 2,000 10.84
2008
Interest rate swaps outstanding
Pay fixed – – – –
2007
Interest rate swaps outstanding
Pay fixed < 1 year ZAR 1,000 14.67
Pay fixed
The floating rate is based on the three months JIBAR, and is settled quarterly in arrears. The interest rate swaps are used to manage
interest rate risk on debt instruments.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.3. Credit risk management
Credit risk is the risk due to uncertainty in a counterparty’s ability to meet its obligations as they fall due.
Credit risk arises from derivative contracts entered into with financial institutions with a rating of A1 or better. The Company is not exposed
to significant concentrations of credit risk. Credit limits are set on an individual basis. The maximum exposure to the Company from
counterparties in respect of derivative contracts is a net favourable position of R29 million (2008: R289 million; 2007: R103 million). No
collateral is required when entering into derivative contracts. Credit limits are reviewed on an annual basis or when information becomes
available in the market. The Company limits the exposure to any counterparty and exposures are monitored daily. The Company expects
that all counterparties will meet their obligations.
With regard to credit risk arising from other financial assets of the Company, which comprises held-to-maturity investments, financial assets
held at fair value through profit or loss, loans and receivables and available-for-sale assets (other than equity investments), the Company’s
exposure to credit risk arises from a potential default by a counterparty, with a maximum exposure equal to the carrying amount of these
instruments.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each type of customer. Management reduces
the risk of irrecoverable debt by improving credit management through credit checks and limits. To reduce the risk of counterparty failure,
limits are set based on the individual ratings of counterparties by well-known ratings agencies. Trade receivables comprise a large
widespread customer base, covering residential, business, government, wholesale, global and corporate customer profiles.
Credit checks are performed on all customers, other than prepaid customers, on application for new services on an ongoing basis where
appropriate.
The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other
receivables. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets as well
as expected future cash flows. Refer to note 17.
The Company has provided a financial guarantee to Africa Online Limited for bank loans. At March 31, 2009 there was R26 million
(2008: R23 million; 2007: RNil) outstanding.
Telkom guarantees a certain portion of employees’ housing loans. The amount guaranteed differs depending on facts such as employment
period and salary rates. When an employee leaves the employment of Telkom, any housing debt guaranteed by Telkom is settled before
any pension payout can be made to the employee. The Company recognises a provision when it becomes probable that a guarantee will
be called. There is no provision outstanding in respect of these contingencies. The maximum amount of the guarantee in the event of the
default is R12 million. The fair value of the guarantee at March 31, 2009 was RNil (2008: RNil; 2007: RNil).
Given the deterioration of credit markets, stricter objectives, policies and processes were applied for managing and measuring the risk than
in the previous period.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.3 Credit risk management (continued)
The maximum exposure to credit risk for financial assets at the reporting date by type of customer was:
Carrying amount
2007 2008 2009
Rm Rm Rm
Trade receivables 3,831 4,316 4,239
Business and residential 1,924 1,824 1,870
Global, corporate and wholesale 1,701 1,950 1,921
Government 318 368 444
Other 41 334 209
Impairment of trade receivables (153) (160) (205)
Derivatives 229 443 154
Loans receivable – 3,008 6,558
Other receivables* 1,924 2,277 1,914
5,984 10,044 12,865
* Excluding prepayments.
The ageing of trade receivables at the reporting date was:
2007 2008 2009
Rm Rm Rm
Not past due/current 3,250 3,654 3,361
Ageing of past due but not impaired
21 to 60 days 290 320 379
61 to 90 days 70 83 92
91 to 120 days 41 55 62
120+ days 180 204 345
3,831 4,316 4,239
The ageing in the allowance for the impairment of trade
receivables at reporting date was:
Ageing of impaired trade receivables:
Current defaulted 24 26 23
21 to 60 days 21 25 29
61 to 90 days 14 23 18
91 to 120 days 13 16 28
120+ days 81 70 107
153 160 205
The movement in the allowance for impairment in respect of trade receivables during the year is disclosed in note 17.
Included in the allowance for doubtful debts are individually impaired receivables with a balance of R49 million (2008: R32 million; 2007:
R49 million) which have been identified as being unable to service their debt obligation. The impairment recognised represents the
difference between the carrying amount of these trade receivables and the present value of the expected liquidation proceeds. The
Company does not hold any collateral over these balances.
During the 2009 year end the Company renegotiated the terms of trade receivables amounting to R1.9 million from a long outstanding
customer. No impairment losses were recognised.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009280
12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.4. Liquidity risk management
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to
liquidity risk as a result of uncertain cash flows as well as capital commitments of the Company. Liquidity risk is managed by Telkom’s
Corporate Finance division in accordance with policies and guidelines formulated by Telkom’s executive committee. In terms of its borrowing
requirements the Company ensures that sufficient facilities exist to meet its immediate obligations. In terms of its long-term liquidity risk, the
Company maintains a reasonable balance between the period over which assets generate funds and the period over which the respective
assets are funded. Short-term liquidity gaps may be funded through repurchase agreements and commercial paper bills.
There were no material changes in the exposure to liquidity risk and its objectives, policies and processes for managing and measuring
the risk during the 2009 financial year.
The table below summarises the maturity profile of the Company’s financial liabilities based on undiscounted contractual cash flow at the
balance sheet date:
Contractual
Carrying cash < 6 6 – 12 1 – 2 2 – 5
amount flows months months years years > 5 years
Notes Rm Rm Rm Rm Rm Rm Rm
2009
Non-derivative financial liabilities
Interest-bearing debt (excluding
finance leases) 23 16,720 18,297 5,059 2,500 1,815 5,167 3,756
Credit facilities utilised 19 106 106 106 – – – –
Trade and other payables 27 5,424 5,528 5,399 129 – – –
Finance lease liabilities 34 984 1,846 82 82 171 516 995
Derivative financial liabilities
Other financial liabilities 18 225 235 147 6 82 – –
Interest rate swaps 72 82 – – 82 – –
Forward exchange contracts 153 153 147 6 – – –
23,459 26,012 10,793 2,717 2,068 5,683 4,751
2008
Non-derivative financial liabilities
Interest-bearing debt (excluding
finance leases) 23 12,505 14,403 4,882 1,200 3,900 1,823 2,598
Credit facilities utilised 19 41 41 41 – – – –
Trade and other payables 27 4,923 4,923 4,609 314 – – –
Finance lease liabilities 34 857 1,794 64 62 123 395 1,150
Derivative financial liabilities
Other financial liabilities
Forward exchange contracts 18 168 168 83 85 – – –
18,494 21,329 9,679 1,661 4,023 2,218 3,748
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.4. Liquidity risk management (continued)
Contractual
Carrying cash < 6 6 – 12 1 – 2 2 – 5
amount flows months months years years > 5 years
Notes Rm Rm Rm Rm Rm Rm Rm
2007
Non-derivative financial liabilities
Interest-bearing debt (excluding
finance leases) 23 8,231 10,416 1,350 4,680 – 1,806 2,580
Trade and other payables 27 4,333 4,333 3,887 446 – – –
Finance lease liabilities 34 852 1,903 59 61 137 356 1,290
Derivative financial liabilities
Other financial liabilities 18 57 57 51 6 – – –
Interest rate swaps 26 26 26 – – – –
Forward exchange contracts 31 31 25 6 – – –
13,473 16,709 5,347 5,193 137 2,162 3,870
12.5. Foreign currency exchange rate risk management
The Company manages its foreign currency exchange rate risk by economically hedging all identifiable exposures via various financial
instruments suitable to the Company’s risk exposure.
Forward exchange contracts have been entered into to reduce the foreign currency exposure on the Company’s operations and liabilities.
The Company also enters into foreign forward exchange contracts to economically hedge interest expense and purchase and sale
commitments denominated in foreign currencies (primarily United States dollars and euros). The purpose of the Company’s foreign currency
hedging activities is to protect the Company from the risk that the eventual net cash flows will be adversely affected by changes in exchange
rates.
There were no changes in the exposure to foreign currency exchange rate risk and its objectives, policies and processes for managing and
measuring the risk from the previous period.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009282
12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.5. Foreign currency exchange rate risk management (continued)
The following table details the foreign forward exchange contracts outstanding at year end:
Foreign
contract Forward
amount amount Fair value
To buy m Rm Rm
2009
Currency
US$ 155 1,477 14
Euro 92 1,205 (24)
Other 36 69 (3)
2,751
2008
Currency
US$ 123 915 107
Euro 173 1,923 319
Other 40 166 17
3,004
2007
Currency
US$ 165 1,209 2
Euro 102 991 12
Other 68 80 2
2,280
To sell
2009
Currency
US$ 99 947 (22)
Euro 35 485 28
Other 21 43 4
1,475
2008
Currency
US$ 78 593 (67)
Euro 69 803 (98)
Other 22 105 (2)
1,501
2007
Currency
US$ 122 994 88
Euro 50 483 (5)
Other 31 40 1
1,517
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 283
12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.5. Foreign currency exchange rate risk management (continued)
The Company has various monetary assets and liabilities in currencies other than the Company’s functional currency. The following table
represents the net currency exposure (net carrying amount of foreign denominated monetary assets and liabilities) of the Company
according to the different foreign currencies.
United
States
Euro Dollar Other
Rm Rm Rm
2009
Net foreign currency monetary assets/(liabilities)
Functional currency of company operation
South African rand 203 6,097 19
2008
Net foreign currency monetary assets/(liabilities)
Functional currency of company operation
South African rand 219 1,117 51
2007
Net foreign currency monetary assets/(liabilities)
Functional currency of company operation
South African rand 282 90 70
Currency swaps
There were no currency swaps in place at March 31, 2009, 2008 and 2007.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.6 Sensitivity analysis
Interest rate risk
The following table illustrates the sensitivity to a reasonably possible change in the interest rates, with all other variables held constant:
+1% movement –1% movement
Other Other
movements movements
Profit in equity Profit in equity
Rm Rm Rm Rm
Classes of financial instruments per balance sheet
2009
Assets
Trade and other receivables 5 – (5) –
Investments 56 – (56)
Other financial assets 28 – (28) –
Repurchase agreements 10 – (10) –
Interest rate swaps 18 – (18) –
Liabilities
Interest-bearing debt (62) 62
Other financial liabilities 15 – (15) –
Interest rate swaps 15 – (15) –
42 – (42) –
2008
Assets
Trade and other receivables 5 – (5) –
Investments 9 – (9) –
Liabilities
Interest-bearing debt (57) – 57 –
(43) – 43 –
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 285
12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.6 Sensitivity analysis (continued)
Interest rate risk (continued)
+1% movement –1% movement
Other Other
movements movements
Profit in equity Profit in equity
Rm Rm Rm Rm
2007
Assets
Trade and other receivables 4 – (4) –
Liabilities
Interest-bearing debt 1 – – –
Other financial liabilities 2 – (2) –
Interest rate swaps 2 – (2) –
7 – (6) –
Foreign exchange currency risk
The following table illustrates the sensitivity to a reasonably possible change in the exchange rates, with all other variables held constant.
+10% movement –10% movement
(depreciation) (appreciation)
Other Other
movements movements
Profit in equity Profit in equity
Rm Rm Rm Rm
Classes of financial instruments per balance sheet
2009
Assets
Trade and other receivables 40 – (40) –
Investments 545 – (545) –
Other financial assets 1 – (1) –
Forward exchange contract 1 – (1)
Liabilities
Interest-bearing debt (14) – 14 –
Trade and other payables (60) – 60 –
Other financial liabilities 128 – (128) –
Forward exchange contract 128 – (128) –
640 – (640) –
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.6 Sensitivity analysis (continued)
Foreign exchange currency risk (continued)
+10% movement –10% movement
(depreciation) (appreciation)
Other Other
movements movements
Profit in equity Profit in equity
Rm Rm Rm Rm
2008
Assets
Trade and other receivables 10 – (10) –
Investments 91 – (91) –
Other financial assets 331 – (331) –
Forward exchange contract 331 – (331) –
Liabilities
Interest-bearing debt (10) – 10 –
Trade and other payables (95) – 95 –
Other financial liabilities
Forward exchange contract (153) – 153 –
174 – (174) –
2007
Assets
Trade and other receivables 10 – (10) –
Other financial assets 74 – (74) –
Forward exchange contract 74 – (74) –
Liabilities
Interest-bearing debt (10) – 10 –
Trade and other payables (40) – 40 –
Other financial liabilities 11 – (11) –
Forward exchange contract 11 – (11) –
45 – (45) –
2007 2008 2009
R R R
12.7. Exchange rate table (closing rate)
United States dollar 7.248 8.132 9.484
Euro 9.649 12.854 12.617
Pound Sterling 14.189 16.166 13.555
Swedish krona 1.033 1.370 1.153
Japanese yen 0.061 0.082 0.097
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)12.8. Capital management
The Board’s policy is to maintain a strong capital base so as to sustain investor, creditor, market confidence and future development of the
business. Capital comprises equity attributable to equity holders of the Company. The Company monitors capital using net debt to EBITDA
ratio. The Company’s policy is to keep the net debt to EBITDA ratio of between 1 and 2 times. Included in net debt are interest-bearing
debts, credit facilities and other financial liabilities, less cash and cash equivalents and other financial assets.
Telkom plans on continuing its share buy-back strategy based on certain criteria, including market conditions, availability of cash and other
investment opportunities and needs.
All of Telkom’s issued and outstanding ordinary shares, including the class A ordinary share and the class B ordinary share, rank equal for
dividends. No dividend may be declared to a holder of the class A ordinary share or class B ordinary share, unless the same dividend is
declared to holders of all ordinary shares. Telkom’s current dividend policy aims to provide shareholders with a competitive return on their
investment, while assuring sufficient reinvestment of profits to enable us to achieve our strategy. Telkom may revise its dividend policy from
time to time. The determination to pay dividends, and the amount of the dividends, will depend upon, among other things, the earnings,
financial position, capital requirements, general business conditions, cash flows, net debt levels and share buy-back plans.
The Company has access to financing facilities, the total unused amount of which is R6,226 million at the balance sheet date.
There were no changes in the Company’s approach to capital management during the year.
The Company is not subject to externally imposed capital requirements.
The net debt to EBITDA ratio is as follows:
2007 2008 2009
Rm Rm Rm
Non-current portion of interest-bearing debt 3,308 7,336 10,193
Current portion of interest -bearing debt 5,775 6,026 7,511
Other financial liabilities 57 168 225
Less: Cash and cash equivalents (176) (483) (941)
Plus: Credit facilities utilised – 41 106
Less: Other financial assets (229) (443) (1,198)
Net debt 8,735 12,645 15,896
EBITDA 12,489 11,848 8,704
Net debt to EBITDA ratio 0.70 1.07 1.83
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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13. FINANCE LEASE RECEIVABLESThe Company provides voice and non-voice services to its customers, which make use of router and PABX equipment that is dedicated to
specific customers. The disclosed information relates to certain customer arrangements which were assessed to be finance leases in terms
of IAS17.
Total < 1 year 1 – 5 years > 5 years
Rm Rm Rm Rm
2009
Minimum lease payments
Lease payments receivable 360 142 219 –
Unearned finance income (85) (33) (53) –
Present value of minimum lease payments 275 109 166 –
Lease receivables 275 109 166 –
2008
Minimum lease payments
Lease payments receivable 345 135 210 –
Unearned finance income (80) (30) (50) –
Present value of minimum lease payments 265 105 160 –
Lease receivables 265 105 160 –
2007
Minimum lease payments
Lease payments receivable 273 92 181 –
Unearned finance income (66) (21) (45) –
Present value of minimum lease payments 207 71 136 –
Lease receivables 207 71 136 –
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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14. DEFERRED TAXATION (990) (1,347) (198)
Opening balance (469) (990) (1,347)
Income statement movements (521) (357) 1,149
Temporary differences (520) (412) 1,255
Capital allowances (467) (446) (310)
Provisions and other allowances (94) 191 199
Capital gains taxation asset – – 1,279
Secondary taxation credits raised/(utilised) 41 (157) 87
Underprovision prior year (1) – (106)
Change in taxation rate – 55 –
The balance comprises: (990) (1,347) (198)
Capital allowances (2,527) (2,870) (3,181)
Provisions and other allowances 1,197 1,340 1,434
Capital gains taxation asset – – 1,279
STC taxation credits 340 183 270
Deferred taxation balance is made up as follows: (990) (1,347) (198)
Deferred taxation assets 340 183 1,549
Deferred taxation liabilities (1,330) (1,530) (1,747)
Unutilised STC credits 2,718 1,830 2,700
Secondary taxation on companies (STC) is provided for at a rate of 10% on the amount by which dividends declared by the Company
exceeds dividends received. The deferred taxation asset is raised as it is probable that it will be utilised in future. The asset will be released
as a taxation expense when dividends are declared.
The deferred taxation asset represents STC credits on past dividends received that are available to be utilised against dividends declared.
The deferred taxation asset also includes deferred tax on capital gains tax (CGT) base cost of the Vodacom Group (Proprietary) Limited
and Swiftnet (Proprietary) Limited (Swiftnet) investments that will be utilised against the future CGT liability on the Vodacom and Swiftnet
transactions. It is considered probable that these credits will be utilised in the future. The asset will be released as a taxation expense when
dividends are declared and when the CGT liability arises.
The deferred taxation liability increased mainly due to the increase in the difference between the carrying value and taxation value of
assets, as a result of the change in the estimate of useful lives of assets.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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15. INVENTORIES 839 873 1,331
Gross inventories 972 1,072 1,522
Write-down of inventories to net realisable value (133) (199) (191)
Inventories consist of the following categories: 839 873 1,331
Installation material, maintenance material and
network equipment 771 827 1,048
Merchandise 68 46 284
Write-down of inventories to net realisable value 133 199 191
Opening balance 63 133 199
Charged to selling, general and administrative expenses 152 164 167
Inventories written-off (82) (98) (174)
Inventory levels as at March 31, 2009, 2008 and 2007 have
increased due to the accelerated roll-out of the Next Generation
Network required to improve customer service, and the
acquisition of merchandise for the W-CDMA roll-out.
16. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS 34
16.1 Assets held for sale 34
Joint venture
Vodacom Group (Proprietary) Limited (Vodacom) –
50% shareholding at cost (R50)
In the current financial year the Company announced a decision
to dispose of its entire shareholding in Vodacom through selling
15% of its shareholding to Vodafone, a wholly owned subsidiary
of Vodafone Group Plc and unbundling its remaining 35% stake
to its shareholders pursuant to a listing of Vodacom on the main
board of the JSE Limited. The decision was taken in line with the
Company’s strategy to unlock shareholder value.
This investment is reclassified as held-for-sale in terms of IFRS5
as all the requirements for being classified as held-for-sale are met.
Subsidiary
Swiftnet (Proprietary) Limited (Swiftnet) 34
100% shareholding at cost 25
Loan 9
In February 2009, Telkom’s management took a decision to dispose of its 100% investment in Swiftnet, trading under the name Fastnet
Wireless Services. Swiftnet has been classified as held for sale as all criteria for this classification have been met.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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16. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (continued)16.2 Discontinued operations
SubsidiaryTelkom Media (Proprietary) Limited
On August 31, 2006, Telkom created a new subsidiary, Telkom Media (Proprietary) Limited with a black economic empowerment (BEE)shareholding. ICASA awarded Telkom Media a commercial satellite and cable subscription broadcast licence on September 12, 2007.
On March 31, 2008, the Telkom Board took a decision to substantially reduce its investment in Telkom Media and as such Telkom Mediareduced its operational expenses and commitments to a minimum.
Telkom Media was classified as held for sale in September 2008 interim financial statements. At year end the investment did not meet theheld for sale criteria as management was unable to sell the investment for its expected price and therefore decided to abandon it.
2007 2008 2009Rm Rm Rm
17. TRADE AND OTHER RECEIVABLES 5,920 6,859 6,420
Trade receivables 3,831 4,316 4,239
Gross trade receivables 3,984 4,476 4,444 Impairment of receivables (153) (160) (205)
Prepayments and other receivables 2,089 2,543 2,181
Impairment allowance account for receivables 153 160 205
Opening balance 184 153 160 Charged to selling, general and administrative expenses 137 217 285 Receivables written-off (168) (210) (240)
Refer to note 12 for detailed credit risk analysis.
18. OTHER FINANCIAL ASSETS AND LIABILITIES 229 443 1,198 Other financial assets consist of:
Held-to-maturityRepurchase agreements – – 1,044 At fair value through profit or loss 229 443 154
Bills of exchange 98 – – Derivative instruments (refer to note 12) 131 443 154
Repurchase agreementsThe Company manages a portfolio of repurchase agreements in the South African capital and money markets, with a view to generating additional investment income on the favourable interest rates provided on these transactions. Interest received from the borrower is based on the current market related yield. There were no repurchase agreements held at March 31, 2008 and 2007.
Bills of exchangeThe fair value of bills of exchange has been calculated with reference to the Bond Exchange of South Africa quoted prices.
Derivative instrumentsDerivative assets at fair value consists of interest rate swaps of R4 million (2008: RNil; 2007: RNil) and forward exchange contracts of R150 million (2008: R443 million; 2007: R131 million).
Other financial liabilities consist of:At fair value through profit or lossDerivative instruments (57) (168) (225)
Derivative liabilities at fair value consists of interest rate swaps of R72 million (2008: RNil; 2007: R26 million) and forward exchangecontracts of R153 million (2008: R168 million; 2007: R31 million).
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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19. CASH AND CASH EQUIVALENTSCash shown as current assets 176 483 941
Cash and bank balances 76 83 601
Short-term deposits 100 400 340
Credit facilities utilised – (41) (106)
Net cash and cash equivalents 176 442 835
Undrawn borrowing facilities 6,566 5,894 6,226
The undrawn borrowing facilities are unsecured when drawn, bear interest at a rate that will be mutually agreed between the borrower
and lender at the time of drawdown, have no specific maturity date, are subject to annual review and are in place to ensure liquidity. At
March 31, 2009, R3,000 million of these undrawn facilities were committed.
Borrowing powers
To borrow money, Telkom’s directors may mortgage or encumber Telkom’s property or any part thereof and issue debentures, whether
secured or unsecured, whether outright or as security for debt, liability or obligation of Telkom or any third party. For this purpose the
borrowing powers of Telkom are unlimited, but are subject to restrictive financial covenants of the loan facility as indicated on note 23.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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20. SHARE CAPITAL Authorised and issued share capital and share premium are
made up as follows:
Authorised 10,000 10,000 10,000
999,999,998 ordinary shares of R10 each 10,000 10,000 10,000
1 class A ordinary share of R10 – – –
1 class B ordinary share of R10 – – –
Issued and fully paid 5,329 5,208 5,208
520,783,898 (2008: 520,784,184; 2007: 532,855,528)
ordinary shares of R10 each 5,329 5,208 5,208
1 (2008: 1; 2007: 1) class A ordinary share of R10 – – –
1 (2008: 1; 2007: 1) class B ordinary share of R10 – – –
The following table illustrates the movement in the number of shares issued:
Number of Number of Number of
shares shares shares
Shares in issue at beginning of year 544,944,901 532,855,530 520,784,186
Shares bought back and cancelled (12,089,371) (12,071,344) (286)
Shares in issue at end of year 532,855,530 520,784,186 520,783,900
Full details of the voting rights of ordinary, class A and class B shares are documented in the articles of association of the Company.
Share buy-back
During the financial year Telkom bought back 286 ordinary shares at a total consideration of R30,425. The shares were bought back and
cancelled in order to allow Telkom shareholders to participate in the proposed unbundling of Vodacom Group on a one to one basis. This
reduced share capital by R2,860 and retained earnings by R27,565.
During the year ended March 31, 2008 Telkom bought back 12,071,344 ordinary shares at a total consideration of R1,647 million.
This reduced share capital by R121 million and retained earnings by R1,526 million.
During the year ended March 31, 2007, Telkom bought back 12,089,371 ordinary shares at a total consideration of R1,596 million.
This reduced share capital by R120 million, share premium by R1,342 million and retained earnings by R134 million.
Capital management
Refer to note 12 for detailed capital management disclosure.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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21. TREASURY SHARE RESERVE (1,778) (1,642) (1,521)
This reserve represents amounts paid by Telkom to Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited, subsidiaries, for the acquisition of the Company’s shares to be utilised in terms of the Telkom Conditional Share Plan (TCSP).
Treasury sharesAt March 31, 2009, 11,646,680 (2008: 10,493,141; 2007: 12,237,016) and 8,143,556 (2008: 10,849,058; 2007: 10,849,058) ordinary shares in Telkom, with a fair value of R1,229 million (2008: R1,377 million; 2007: R2,031 million) and R859 million (2008: R1,423 million; 2007: R1,801 million) are held as treasury shares by its subsidiaries Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited, respectively.
The shares held by Rossal No 65 (Proprietary) Limited and Acajou Investments (Proprietary) Limited are reserved for issue in terms of the TCSP.
The decrease in the number of treasury shares is due to 1,552,029 (2008: 1,743,375; 2007: 450,505) shares that vested in terms of the TCSP during the current financial year.
The fair value of these shares at the date of vesting was R228 million (2008: R301 million; 2007: R59 million).
22. SHARE-BASED COMPENSATION RESERVEThis reserve represents the cumulative grant fair value of the equity-settled share-based payment transactions recognised in employee expenses over the vesting period of the equity instruments granted to employees in terms of the Telkom Conditional Share Plan (refer to note 25).
No consideration is payable on the shares issued to employees, but performance criteria will have to be met in order for the granted shares to vest. The ultimate number of shares that will vest may differ based on certain individual and Telkom performance conditions being met. The related compensation expense is recognised over the vesting period of the shares granted, commencing on the grant date.
The following table illustrates the movement within the share-based compensation reserve:
Balance at beginning of year 151 257 643 Net increase in equity 106 386 433
Employee cost 141 522 554 Vesting and transfer of shares (35) (136) (121)
Balance at end of year 257 643 1,076
At March 31, 2009 the estimated total compensation expense to be recognised over the vesting period was R1,824 million (2008:R2,151 million; 2007: R580 million), of which R554 million (2008: R522 million; 2007: R141 million) was recognised in employeeexpenses for the year.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
2007 2008 2009
Rm Rm Rm
23. INTEREST-BEARING DEBTNon-current interest-bearing debt 3,308 7,336 10,193
Total interest-bearing debt (refer to note 12) 9,083 13,362 17,704
Gross interest-bearing debt 10,416 14,403 18,296
Discount on debt instruments issued (2,185) (1,898) (1,576)
Finance leases 852 857 984
Less: Current portion of interest-bearing debt (5,775) (6,026) (7,511)
Local debt (5,771) (6,000) (7,476)
Locally registered Telkom debt instruments (4,432) – –
Call borrowings – (2,600) –
Term loans – – (2,000)
Commercial paper bills (1,339) (3,400) (5,476)
Foreign debt – – –
Finance leases (4) (26) (35)
Total interest-bearing debt is made up as follows: 9,083 13,362 17,704
(a) Local debt 8,125 12,365 16,582
Locally registered Telkom debt instruments 6,786 8,164 11,106
Name, maturity, rate p.a., nominal value
TK01, 2008, 10%, RNil (2008: RNil; 2007: R4,680 million) 4,432 – –
TL12, 2012, 12.45%, R1,060 million (2008: RNil;
2007: RNil) – – 1,059
TL15, 2015, 11.9%, R1,160 million (2008: RNil;
2007: RNil) – – 1,159
TL20, 2020, 6%, R2,500 million (2008: R2,500 million;
2007: R2,500 million) 1,246 1,283 1,325
PP02, 2010, 0%, R430 million (2008: R430 million;
2007: R430 million) 264 304 349
PP03, 2010, 0%, R1,350 million (2008: R1,350 million;
2007: R1,350 million) 844 977 1,131
Call borrowings, 2009, 11.58%, RNil (2008: R2,600 million;
2007: RNil) – 2,600 –
Term loans, 2010, 9.67%, R2,000 million (2008: R3,000 million;
2007: RNil) – 3,000 2,000
Syndicated loans, 2014, 11.46%, R4,100 million (2008: RNil;
2007: RNil) – – 4,083
Total interest-bearing debt is made up of R17,704 million debt at amortised cost (2008: R13,362 million debt at amortised cost; 2007:
R8,985 million debt at amortised cost and R98 million debt at fair value through profit or loss).
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23. INTEREST-BEARING DEBT (continued)Local bondsThe local Telkom bonds are unsecured, but a Side letter to the Subscription Agreement (as amended) of the TL20 bond contains a number of restrictive covenants which, if not met, could result in the early redemption of the loan.The local bonds limit Telkom’s ability to create encumbrances on revenue or assets, and secure any indebtedness without securing the outstanding bonds equally and rateably with such indebtedness. The term loan agreements limit Telkom’s ability to encumber, cede, assign, sell or otherwise dispose of a material portion of its assets without prior written consent of the Lenders, which will not be unreasonably withheld. The syndicated loan agreement contains restrictive covenants as well as restrictions on encumbrances, disposals, Group guarantees and Group loans.
Commercial paper bills 1,339 4,201 5,476 Rate p.a., nominal value2009, 11.44% (2008: 11.71%; 2007: 9.04%), R5,559 million(2008: R4,383 million; 2007: R1,350 million)
(b) Foreign debt 106 140 138 Maturity, rate p.a., nominal valueEuro: 2010 – 2025, 0.10% – 0.14% (2008: 0.10% – 0.14%; 2007: 0.10% – 0.14%), e11 million (2008: e11 million; 2007: e11 million)
(c) Finance leases 852 857 984 The finance leases are secured by buildings with a carrying value of R152 million (2008: R174 million; 2007: R197 million) and office equipment with a book value of R6 million (2008: R14 million;2007: R6 million) (refer to note 9). These amounts are repayable within periods ranging from 1 to 11 years. Interest rates vary between 13.43% and 37.78%.
Included in non-current and current debt is:Debt guaranteed by the South African Government 4,537 140 138
The Company may issue or re-issue locally registered debt instruments in terms of the Post Office Amendment Act 85 of 1991. Theborrowing powers of the Company are set out as per note 19.
Repayments/refinancing of current portion of interest-bearing debtThe Company issued new local bonds, the TL12 and TL15 with a nominal value of R1,060 million and R1,160 million respectively andentered into a syndicated loan agreement with a nominal value of R4,100 million during the current year. Commercial Paper Bills with anominal value of R11,025 million were issued and Commercial Paper debt with a nominal value of R9,849 million was repaid during thecurrent year.
The R7,559 million nominal value of current portion of interest-bearing debt as at March 31, 2009 is expected to be repaid/refinancedfrom proceeds of the Vodacom sale.
Management believes that sufficient funding facilities will be available at the date of repayment/refinancing.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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24. PROVISIONS 1,203 1,445 1,830
Employee related 2,351 2,477 3,079
Annual leave 363 364 415
Balance at beginning of year 316 363 364
Charged to employee expenses 53 10 66
Leave paid (6) (9) (15)
Post-retirement medical aid (refer to note 25) 1,120 1,336 1,723
Balance at beginning of year 2,589 1,120 1,336
Interest cost 285 321 426
Current service cost 83 84 95
Expected return on plan asset (188) (257) (223)
Actuarial loss 149 129 157
Termination settlement – – (5)
Plan asset – initial recognition (1,720) – –
Contributions paid (78) (61) (63)
Telephone rebates (refer to note 25) 282 287 325
Balance at beginning of year 198 282 287
Interest cost 19 22 39
Current service cost 4 3 6
Past service cost 76 2 2
Actuarial loss 5 – 14
Benefits paid (20) (22) (23)
Bonus 586 490 616
Balance at beginning of year 637 586 490
Charged to employee expenses 656 473 577
Payments made (707) (569) (451)
Non-employee related 558 608 704
Supplier dispute (refer to note 35) 527 569 664
Balance at beginning of year – 527 569
Net movements 527 42 95
Other 31 39 40
Less: Current portion of provisions (1,706) (1,640) (1,953)
Annual leave (363) (364) (415)
Post-retirement medical aid (185) (185) (224)
Telephone rebates (26) (26) (29)
Bonus (586) (490) (616)
Supplier dispute (refer to note 35) (527) (569) (664)
Other (19) (6) (5)
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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24. PROVISIONS (continued)Annual leave
In terms of the Company’s policy, employees are entitled to accumulate vested leave benefits not taken within a leave cycle, to a cap of
22 days which must be taken within an 18 month leave cycle. The leave cycle is reviewed annually and is in accordance with legislation.
Bonus
The bonus scheme consists of performance bonuses which are dependent on achievement of certain financial and non-financial targets.
The bonus is payable to all qualifying employees bi-annually after the Company’s results have been made public.
Supplier dispute
The Company provided R664 million (2008: R569 million; 2007: R527 million) for its estimate of the probable liability as discussed in
note 35. The net movement in the provision of R95 million consists of finance charges and fair value movements.
Other
Included in other provisions is an amount provided for asset retirement obligations.
25. EMPLOYEE BENEFITSThe Company provides benefits for all its permanent employees through the Telkom Pension Fund and the Telkom Retirement Fund.
Membership to one of the funds is compulsory. In addition, certain retired employees receive medical aid benefits and a telephone rebate.
The liabilities for all of the benefits are actuarially determined in accordance with accounting requirements each year. In addition, statutory
funding valuations for the retirement and pension funds are performed at intervals not exceeding three years.
At March 31, 2009, the Company employed 23,520 employees (2008: 24,879; 2007: 25,864).
Actuarial valuations were performed by qualified actuaries to determine the benefit obligation, plan asset and service costs for the pension
and retirement funds for each of the financial periods presented.
The Telkom Pension Fund
The Telkom Pension Fund is a defined benefit fund that was established in terms of the Post Office Amendment Act 85, of 1991.
The latest actuarial valuation performed at March 31, 2009 indicates that the pension fund is in a surplus position of R94 million after
unrecognised gains. The recognition of the surplus is limited due to the application of the asset limitation criteria in IAS19 (revised).
With effect from July 1, 1995, the Telkom Pension Fund was closed to new members. During the year ended March 31, 2007 a settlement
event occurred in the Telkom Pension Fund whereby 106 members were transferred to the Telkom Retirement Fund. The funded status of the
Telkom Pension Fund is disclosed below.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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25. EMPLOYEE BENEFITS (continued)The Telkom Pension Fund
The net periodic retirement costs include the following components:
Interest and service cost on projected benefit obligations 22 21 21
Expected return on plan assets (19) (27) (28)
Recognised actuarial loss/(gain) 9 (16) –
Settlement loss/(gain) 21 (2) (3)
Asset limitation – 29 39
Net periodic pension expense recognised 33 5 29
Pension fund contributions (refer to note 5.1) 8 5 (1)
The status of the pension plan obligation is as follows:
At beginning of year 281 205 204
Interest and service cost 22 21 21
Employee contributions 2 2 2
Benefits paid (2) (3) (5)
Settlements (70) (15) (22)
Actuarial gain (28) (6) (1)
Benefit obligation at end of year 205 204 199
Plan assets at fair value:
At beginning of year 243 284 311
Expected return on plan assets 19 27 28
Benefits paid (2) (3) (5)
Contributions 10 8 2
Settlements (61) (15) (22)
Actuarial gain/(loss) 75 10 (67)
Plan assets at end of year 284 311 247
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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25. EMPLOYEE BENEFITS (continued)The Telkom Pension Fund (continued)
Present value of funded obligation 205 204 199
Fair value of plan assets (284) (311) (247)
Fund surplus (79) (107) (48)
Unrecognised net actuarial gain/(loss) 25 23 (46)
Net surplus (54) (84) (94)
Asset limitation – 29 39
Recognised net asset (54) (55) (55)
Expected return on plan assets 19 27 28
Actuarial return/(loss) on plan assets 75 10 (67)
Actual return/(loss) on plan assets 94 37 (39)
Principal actuarial assumptions were as follows:
Discount rate (%) 7.5 9.0 8.7
Yield on government bonds (%) 7.5 9.0 8.7
Long-term return on equities (%) 10.5 11.0 12.0
Long-term return on cash (%) 5.5 7.0 7.5
Expected return on plan assets (%) 9.7 9.8 10.5
Salary inflation rate (%) 6.0 7.5 7.2
Pension increase allowance (%) 2.9 4.3 4.0
The overall long-term expected rate of return on assets is 10.5%.
This is based on the portfolio as a whole and not the sum of the
returns of individual asset categories. The expected return takes
into account the asset allocation of the Telkom Pension Fund
and expected long-term return of these assets, of which South
African equities and bonds are the largest contributors.
The assumed rates of mortality are determined by reference to
the SA85-90 (Light) Ultimate table, as published by the Actuarial
Society of South Africa, for pre-retirement purposes and the PA(90)
Ultimate table, minus one year age rating as published by the
Institute and Faculty of Actuaries in London and Scotland, for
retirement purposes.
Funding level per statutory actuarial valuation (%) 100.0 100.0 100.0
The number of employees registered under the Telkom Pension Fund 153 146 123
The fund portfolio consists of the following:
Equities (%) 74 54 57
Bonds (%) 5 5 25
Cash (%) 3 23 3
Foreign investments (%) 16 18 15
Insurance policies (%) 2 – –
The total expected contributions payable to the pension fund for the next financial year are R1 million.
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
25. EMPLOYEE BENEFITS (continued)The Telkom Retirement Fund
The Telkom Retirement Fund was established on July 1, 1995 as a hybrid defined benefit and defined contribution plan. Existing employees
were given the option to either remain in the Telkom Pension Fund or to be transferred to the Telkom Retirement Fund. All pensioners of the
Telkom Pension Fund and employees who retired after July 1, 1995 were transferred to the Telkom Retirement Fund. Upon transfer the
Government ceased to guarantee the deficit in the Telkom Retirement Fund. Subsequent to July 1, 1995 further transfers of existing
employees occurred.
The Telkom Retirement Fund is a defined contribution fund with regard to in-service members. On retirement, an employee is transferred
from the defined contribution plan to a defined benefit plan. Telkom, as a guarantor, is contingently liable for any deficit in the Telkom
Retirement Fund. Moreover, all of the assets in the Fund, including any potential excess, belong to the participants of the scheme. The
Company is unable to benefit from the excess in the form of future reduced contributions.
Telkom guarantees any actuarial shortfall of the pensioner pool in the retirement fund. This liability is initially funded through assets of the
retirement fund. The latest actuarial valuation performed at March 31, 2009 indicates that the retirement fund is in a surplus funding position
of R1,549 million after unrecognised losses.
The Telkom Retirement Fund is governed by the Pension Funds Act 24 of 1956. In terms of section 37A of this Act, the pension benefits
payable to the pensioners cannot be reduced. If therefore the present value of the funded obligation were to exceed the fair value of plan
assets, Telkom would be required to fund the statutory deficit.
The information presented below is intended only to comply with the disclosure requirements of IAS19 (revised) and not to suggest that the
Company has a potential asset with regard to this Fund.
The funded status of the Telkom Retirement Fund is disclosed below:
2007 2008 2009
Rm Rm Rm
Telkom Retirement Fund
The net periodic retirement costs include the following components:
Interest and service cost on projected benefit obligations 312 493 616
Expected return on plan assets (489) (686) (796)
Recognised actuarial gain (145) – –
Net periodic pension expense not recognised (asset limitation) (322) (193) (180)
Retirement fund contributions (refer to note 5.1) 439 460 460
Benefit obligation:
At beginning of year 4,377 6,581 7,101
Interest cost 312 493 616
Benefits paid (486) (488) (520)
Liability for new pensioners 44 14 143
Actuarial loss/(gain) 2,334 501 (636)
Benefit obligation at end of year 6,581 7,101 6,704
Plan assets at fair value:
At beginning of year 5,973 7,661 7,991
Expected return on plan assets 489 686 796
Benefits paid (486) (488) (520)
Asset backing new pensioners’ liabilities 44 14 143
Actuarial gain/(loss) 1,641 118 (1,735)
Plan assets at end of year 7,661 7,991 6,675
Telkom fins (company) NEW 8/12/09 6:58 PM Page 301
Telkom Annual Report 2009302
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
2007 2008 2009
Rm Rm Rm
25. EMPLOYEE BENEFITS (continued)The Telkom Retirement Fund (continued)
Present value of funded obligation 6,581 7,101 6,704
Fair value of plan assets (7,661) (7,991) (6,675)
Fund (surplus)/deficit (1,080) (890) 29
Unrecognised net actuarial loss (96) (478) (1,578)
Unrecognised net asset (1,176) (1,368) (1,549)
Expected return on plan assets 489 686 796
Actuarial gain/(loss) on plan assets 1,641 118 (1,735)
Actual gain/(loss) on plan assets 2,130 804 (939)
Included in the fair value of plan assets is:
Office buildings occupied by Telkom 371 596 619
Telkom bonds 21 10 –
Telkom shares 284 141 132
The Telkom Retirement Fund invests its funds in South Africa and
internationally. Twelve fund managers invest in South Africa and
five of these managers specialise in trades with bonds on behalf
of the Retirement Fund. The international investment portfolio
consists of global equity and hedged funds.
Principal actuarial assumptions were as follows:
Discount rate (%) 7.5 9.0 8.7
Yield on government bonds (%) 7.5 9.0 8.7
Long-term return on equities (%) 10.5 11.0 12.0
Long-term return on cash (%) 5.5 7.0 7.5
Expected return on plan assets (%) 9.3 10.3 10.7
Pension increase allowance (%) 4.5 6.0 4.0
The overall long-term expected rate of return on assets is 10.7%. This is
based on the portfolio as a whole and not the sum of the returns of
individual asset categories. The expected return takes into account the
asset allocation of the Telkom Retirement Fund and expected long-
term return on these assets, of which South African equities, foreign
investments and South African index-linked bonds are the largest contributors.
The assumed rates of mortality are determined by reference to the
SA85-90 (Light) Ultimate table, as published by the Actuarial Society of
South Africa, for pre-retirement purposes and the PA(90) Ultimate table,
minus one year age rating as published by the Institute and Faculty of
Actuaries in London and Scotland, for retirement purposes.
Funding level per statutory actuarial valuation (%) 100 100 100
The number of pensioners registered under the Telkom Retirement Fund 14,451 14,255 13,617
The number of in-service employees registered under the Telkom
Retirement Fund 25,766 24,939 23,389
Telkom fins (company) NEW 8/12/09 6:58 PM Page 302
Telkom Annual Report 2009 303
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
2007 2008 2009
Rm Rm Rm
25. EMPLOYEE BENEFITS (continued)The Telkom Retirement Fund (continued)
The fund portfolio consists of the following:
Equities (%) 59 70 55
Property (%) 2 2 –
Bonds (%) 19 11 5
Cash (%) 7 1 5
Foreign investments (%) 13 16 20
Index linked (%) – – 15
The expected pension benefits payments for the year ending March 31, 2010 are R541,000.
Medical benefits
The Company makes certain contributions to medical funds in respect of current and retired employees. The scheme is a defined benefit
plan. The expense in respect of current employees’ medical aid is disclosed in note 5.1. The amounts due in respect of post-retirement
medical benefits to current and retired employees have been actuarially determined and provided for as set out in note 24. The Company
has terminated future post-retirement medical benefits in respect of employees joining after July 1, 2000.
There are three major categories of members entitled to the post-retirement medical aid: pensioners who retired before 1994 (Pre-94); those
who retired after 1994 (Post-94); and the in-service members. The Post-94 and the in-service members’ liability is subject to a Rand cap,
which increases annually with the average salary increase.
Eligible employees must be employed by Telkom until retirement age to qualify for the post-retirement medical aid benefit. The most recent
actuarial valuation of the benefit was performed as at March 31, 2009.
The Company has allocated certain investments to fund this liability as set out in note 11.
2007 2008 2009
Rm Rm Rm
Medical aid
Benefit obligation:
At beginning of year 3,889 4,366 4,831
Interest cost 285 321 426
Current service cost 83 84 95
Actuarial loss 281 246 246
Termination settlement – – (5)
Benefits paid from plan assets (94) (125) (141)
Contributions paid by the Company (78) (61) (63)
Benefit obligation at end of year 4,366 4,831 5,389
Telkom fins (company) NEW 8/12/09 6:58 PM Page 303
2007 2008 2009
Rm Rm Rm
25. EMPLOYEE BENEFITS (continued)Medical benefits (continued)
Plan assets at fair value:
At beginning of year – 1,961 1,929
Plan asset – initial recognition 1,720 – –
Expected return on plan assets 188 257 223
Benefits paid from plan assets (94) (125) (141)
Actuarial gain/(loss) 147 (164) (393)
Plan assets at end of year 1,961 1,929 1,618
Present value of funded obligation 4,366 4,831 5,389
Fair value of plan assets (1,961) (1,929) (1,618)
Fund deficit 2,405 2,902 3,771
Unrecognised net actuarial loss (1,285) (1,566) (2,048)
Liability as disclosed in the balance sheet (refer to note 24) 1,120 1,336 1,723
Expected return on plan assets 188 257 223
Actuarial return on plan assets 147 (164) (393)
Actual gain/(loss) on plan assets 335 93 (170)
Principal actuarial assumptions were as follows:
Discount rate (%) 7.5 9.0 8.7
Expected return on plan assets (%) 13.5 12.0 11.0
Salary inflation rate (%) 6.0 7.5 7.2
Medical inflation rate (%) 6.5 8.0 7.7
The assumed rates of mortality are determined by reference to the
SA85-90 (Light) Ultimate table, as published by the Actuarial Society
of South Africa, for pre-retirement purposes and the PA(90) Ultimate
table, minus one year age rating as published by the Institute and
Faculty of Actuaries in London and Scotland, for retirement purposes.
Contractual retirement age 65 65 65
Average retirement age 60 60 60
Number of members 17,119 15,526 13,883
Number of pensioners 8,494 8,430 8,397
Telkom Annual Report 2009304
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 304
Telkom Annual Report 2009 305
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
25. EMPLOYEE BENEFITS (continued)Medical benefits (continued)
The valuation results are sensitive to changes in the underlying assumptions. The following table provides an indication of the impact of
changing some of the valuation assumptions:
Current
assumption Decrease Increase
Rm Rm Rm
Medical cost inflation rate 7.7% -1.0% +1.0%
Benefit obligation 5,389 (736) 921
Percentage change (13.7)% 17.1%
Service cost and interest cost 2009/2010 555 (84) 108
Percentage change (15.1)% 19.5%
Discount rate 8.7% -1.0% +1.0%
Benefit obligation 5,389 933 (734)
Percentage change 17.3% (13.6)%
Service cost and interest cost 2009/2010 555 46 (37)
Percentage change 8.3% (6.7)%
Post-retirement mortality rate PA(90) ultimate- 1 -10.0% +10.0%
Benefit obligation 5,389 221 (197)
Percentage change 4.1% (3.7)%
Service cost and interest cost 2009/2010 555 23 (20)
Percentage change 4.1% (3.6)%
2007 2008 2009
The fund portfolio consists of the following:
Equities (%) 59 56 30
Bonds (%) 3 2 2
Cash and money market investments (%) 21 33 10
Foreign investments (%) 9 9 9
Insurance policies (%) 8 – 49
Telkom fins (company) NEW 8/12/09 6:58 PM Page 305
25. EMPLOYEE BENEFITS (continued)Telephone rebates
The Company provides telephone rebates to its pensioners. The most recent actuarial valuation was performed at March 31, 2009.
Eligible employees must be employed by the Company until retirement age to qualify for the telephone rebates. The scheme is a defined
benefit plan.
The status of the telephone rebate liability is disclosed below:
2007 2008 2009
Rm Rm Rm
Benefit obligation opening balance 251 307 443
Service cost 4 3 6
Interest cost 19 22 39
Actuarial (gain)/loss (39) 133 19
Amendments 93 – –
Benefits paid (21) (22) (23)
Present value of unfunded obligation 307 443 484
Unrecognised net actuarial loss and past service cost (25) (156) (159)
Liability as disclosed in the balance sheet (refer to note 24) 282 287 325
Principal actuarial assumptions were as follows:
Discount rate (%) 7.5 9.0 8.7
Rebate inflation rate (%) – 4.0 4.0
Contractual retirement age 65 65 65
Average retirement age 60 60 60
The assumed rates of mortality are determined by reference to the
standard published mortality table PA (90) Ultimate standard tables,
as published by the Institute and Faculty of Actuaries in London
and Scotland, rated down one year to value the pensioners.
Number of members 19,515 18,766 17,034
Number of pensioners 10,918 10,680 10,499
Telkom Conditional Share Plan
Telkom’s shareholders approved the Telkom Conditional Share Plan at the January 2004 Annual General Meeting. The scheme covers both
operational and management employees and is aimed at giving shares to Telkom employees, at a RNil exercise price, at the end of the
vesting period. The vesting period for the operational employees awarded in 2004 and 2005 is 0% in year one and 33% in each of the
three years thereafter, while the shares allocated in 2006 and 2007 together with management shares vest fully after three years.
Although the number of shares awarded to employees will be communicated at the grant date, the ultimate number of shares that vest may
differ based on certain performance conditions being met.
The Telkom Board approved the fourth enhanced allocation of shares to employees as at September 4, 2007, with a grant date of
September 27, 2007, the day that the employees and the Company shared a common understanding of the terms and conditions of the
grant. A total number of 6,089,810 shares were granted.
The Board has also approved an enhanced allocation for the November 2006 grant on September 4, 2007 with a grant date of
September 27, 2007. The number of additional shares granted with regard to the 2006 allocation is 4,966,860 shares.
Telkom Annual Report 2009306
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 306
Telkom Annual Report 2009 307
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
25. EMPLOYEE BENEFITS (continued)Telkom Conditional Share Plan (continued)
The weighted average remaining vesting period for the shares outstanding as at March 31, 2009 is 0.71 years (2008: 1.25 years;
2007: 1.75 years).
2007 2008 2009
The following table illustrates the movement of the maximum number
of shares that will vest to employees for the August 2004 grant:
Outstanding at beginning of the year 2,414,207 1,883,991 420,590
Granted during the year 1,212 252 –
Forfeited during the year (80,923) (43,790) (3,985)
Vested during the year (450,505) (1,419,863) (416,605)
Outstanding at end of the year 1,883,991 420,590 –
The following table illustrates the movement of the maximum number
of shares that will vest to employees for the June 2005 grant:
Outstanding at beginning of the year 1,930,687 1,864,041 1,435,387
Granted during the year 1,005 3,469 52,954
Forfeited during the year (67,651) (108,177) (45,188)
Vested during the year – (323,946) (1,135,424)
Outstanding at end of the year 1,864,041 1,435,387 307,729
The following table illustrates the movement of the maximum number
of shares that will vest to employees for the November 2006 grant:
Outstanding at beginning of the year – 1,773,361 1,640,980
Granted during the year 1,825,488 833 –
Forfeited during the year (52,127) (133,214) (132,614)
Outstanding at end of the year 1,773,361 1,640,980 1,508,366
The following table illustrates the movement of the maximum number
of shares that will vest to employees relating to the additional
November 2006 grant:
Outstanding at beginning of the year – – 4,812,305
Granted during the year – 4,984,693 25,775
Forfeited during the year – (172,388) (389,357)
Outstanding at end of the year – 4,812,305 4,448,723
The following table illustrates the movement of the maximum number
of shares that will vest to employees for the September 2007 grant:
Outstanding at beginning of the year – – 5,846,636
Granted during the year – 6,117,163 23,650
Forfeited during the year – (270,527) (509,185)
Outstanding at end of the year – 5,846,636 5,361,101
Telkom fins (company) NEW 8/12/09 6:58 PM Page 307
25. EMPLOYEE BENEFITS (continued)Telkom Conditional Share Plan (continued)
The fair value of the shares granted have been calculated by an actuary using the Black-Scholes-Merton model and the following values
at grant date:
August 8, June 23, November 2, September 4,
2004 2005 2006 2007
Grant Grant Grant Grant
Market share price (R) 77.50 111.00 141.25 173.00
Dividend yield (%) 2.60 3.60 3.50 3.50
2007 2008 2009
Rm Rm Rm
The principal assumptions used in calculating the expected number
of shares that will vest are as follows:
Employee turnover (%) 5 5 9
Meeting specified performance criteria (%) 100 100 75
The amounts for the current and previous four years are as follows:
2005 2006 2007 2008 2009
Rm Rm Rm Rm Rm
Telkom Pension Fund
Defined benefit obligation (186) (281) (205) (204) (199)
Plan assets 231 243 284 311 247
Surplus/(deficit) 45 (38) 79 107 48
Asset limitation – – – (29) (39)
Unrecognised actuarial loss/(gain) 89 118 (25) (23) 46
Recognised net asset 134 80 54 55 55
Experience adjustment on assets 75 10 (67)
Experience adjustment on liabilities 28 (6) 1
Telkom Retirement Fund
Defined benefit obligation (4,020) (4,377) (6,581) (7,101) (6,704)
Plan assets 4,477 5,973 7,661 7,991 6,675
Surplus/(deficit) 457 1,596 1,080 890 (29)
Unrecognised actuarial gain/(loss) 312 (742) 96 478 1,578
Unrecognised net asset 769 854 1,176 1,368 1,549
Experience adjustment on assets* 1,641 118 (1,735)
Experience adjustment on liabilities* 1,234 485 (645)
Telkom Annual Report 2009308
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 308
Telkom Annual Report 2009 309
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
2005 2006 2007 2008 2009
Rm Rm Rm Rm Rm
25. EMPLOYEE BENEFITS (continued)Medical benefits
Defined benefit obligation (3,057) (3,889) (4,366) (4,831) (5,389)
Plan assets – – 1,961 1,929 1,618
Deficit (3,057) (3,889) (2,405) (2,902) (3,771)
Unrecognised actuarial loss 648 1,300 1,285 1,566 2,048
Liability recognised (2,409) (2,589) (1,120) (1,336) (1,723)
Experience adjustment on assets 147 (164) (393)
Experience adjustment on liabilities 28 193 246
Telephone rebates
Defined benefit obligation (177) (251) (307) (443) (484)
Unrecognised actuarial (gain)/loss (2) 53 25 156 159
Liability recognised (179) (198) (282) (287) (325)
Experience adjustment on liabilities (25) 2 2
The experience adjustments on assets and liabilities for each of the financial periods ended March 31, 2005 and 2006 have not been
disclosed due to the fact that it was impractical to determine the information.
* During the March 31, 2007 year end Telkom actuaries performed a full valuation while for the March 31, 2006 year end a roll forward method was used,
as permitted under IAS19, to determine the present value of the benefit obligation and the fair value of the plan assets using the March 31, 2005 statutory
valuation as a base applying the relevant assumptions determined by management to arrive at the present value of the benefit obligation, and the fair value
of plan assets.
This change in estimate resulted in a movement to the actuarial loss of R700 million and the fair value of the plan assets of R350 million in respect of the
March 31, 2007 estimates. The remaining R1,291 million is a result of the actual investment returns exceeding the expected return for the March 31, 2007
year end.
2007 2008 2009
Rm Rm Rm
26. DEFERRED REVENUE 1,846 2,294 2,822
Non-current deferred revenue 739 870 996
Current portion of deferred revenue 1,107 1,424 1,826
Included in deferred revenue is profit on the sale and leaseback of certain Telkom buildings of R107 million, consisting of a non-current
portion of R96 million (2008: R107 million; 2007: R118 million) and a current portion of R11 million (2008: R11 million; 2007:
R11 million). A profit of R11 million per annum is recognised in income on a straight-line basis, over the period of the lease ending 2019
(refer to note 34).
Telkom fins (company) NEW 8/12/09 6:58 PM Page 309
2007 2008 2009
Rm Rm Rm
27. TRADE AND OTHER PAYABLES 4,333 4,923 5,424
Trade payables 2,761 3,267 3,035
Finance cost accrued 22 39 156
Accruals and other payables 1,550 1,617 2,233
Accruals and other payables mainly represent amounts payable
for goods received, net of Value Added Tax obligations and
licence fees.
Included in accruals and other payables are amounts owed
to Rossal No 65 (Proprietary) Limited of R342 million
(2008: RNil; 2007: R148 million) and Intekom (Proprietary) Limited
of R23 million (2008: R13 million; 2007: R5 million).
28. RECONCILIATION OF PROFIT FOR THE YEAR TO CASH GENERATED FROM OPERATIONS
Cash generated from operations 12,660 12,662 12,027
Profit for the year 8,391 7,967 5,277
Finance charges and fair value movements 1,027 1,289 1,459
Taxation 2,690 2,599 516
Investment income (3,202) (3,739) (2,906)
Interest received from debtors (189) (248) (404)
Non-cash items 4,565 4,637 7,981
Depreciation, amortisation and write-offs 3,583 3,732 4,358
Cost of equipment disposed when recognising finance leases 240 88 71
Recognition of the FIFA brand intangible asset from deferred revenue – – (261)
Increase in provisions 1,103 757 1,439
Profit on disposal of property, plant and equipment and intangible
assets (15) (167) (32)
Profit on disposal of investment (364) – –
Interest received from subsidiaries – – 221
Loss on disposal of property, plant and equipment and intangible
assets 1 2 6
Impairment of investments and loans 17 225 2,179
(Increase)/decrease in working capital (622) 157 104
Inventories (459) (202) (627)
Accounts receivable (319) (196) 848
Accounts payable 156 555 (117)
Telkom Annual Report 2009310
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 310
Telkom Annual Report 2009 311
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
2007 2008 2009
Rm Rm Rm
29. DIVIDEND RECEIVED 2,950 3,536 3,242
Dividend income per income statement (refer to note 6) 3,006 3,597 2,747
Dividend accrued for the previous year 1,479 1,535 1,595
Dividend accrued for the current year (1,535) (1,596) (1,100)
Dividend received consists of: 2,950 3,536 3,242
Dividend received from joint venture 2,650 2,825 3,095
Dividend received from subsidiaries 300 711 147
30. FINANCE CHARGES PAID (886) (842) (466)
Finance charges per income statement (1,027) (1,289) (1,460)
Non-cash items 141 447 994
Movements in interest accruals (81) 49 255
Net discount amortised 409 568 698
Fair value adjustment (172) (275) (29)
Unrealised (loss)/gain (15) 105 70
31. TAXATION PAID (3,852) (1,716) (1,764)
Taxation (payable)/receivable at beginning of year (1,164) 519 (7)
South African normal company taxation (excluding deferred taxation) (1,874) (1,879) (1,510)
Secondary taxation on companies (295) (363) (156)
Taxation (payable)/receivable at end of year (519) 7 (91)
32. DIVIDEND PAID (4,874) (5,858) (3,435)
Dividend payable at beginning of year (4) (15) (20)
Declared during the year – dividend on ordinary shares: (4,885) (5,863) (3,438)
Final dividend for 2006: 500 cents (2,714) – –
Special dividend for 2006: 400 cents (2,171) – –
Final dividend for 2007: 600 cents – (3,198) –
Special dividend for 2007: 500 cents – (2,665) –
Final dividend for 2008 : 660 cents (3,438)
Dividend payable at end of year 15 20 23
Telkom fins (company) NEW 8/12/09 6:58 PM Page 311
33. ACQUISITION OF MINORITY INTEREST IN SUBSIDIARYMulti-Links Telecommunications (Proprietary) Limited (Multi-Links)
Telkom acquired 75% of the issued share capital of Multi-Links Telecommunications Limited through Telkom International (Proprietary) Limited,
from Kenston Investment Limited on May 1, 2007. Telkom also granted Kenston the irrevocable right and option (put option) to require
Telkom to acquire all of the shares held by Kenston (25% shareholding) in Multi-Links, at any time during the 90 day period following
the second anniversary of the effective date. The put option was exercised on January 21, 2009 for R1,328 million (US$130 million at
US$1 = R10,2188).
2007 2008 2009
Rm Rm Rm
34. COMMITMENTSCapital commitments
Capital commitments authorised 7,000 7,000 6,991
Commitments against authorised capital expenditure 507 652 539
Authorised capital expenditure not yet contracted 6,493 6,348 6,452
Capital commitments comprise commitments for property, plant and equipment and software included in intangible assets.
Management expects these commitments to be financed from proceeds of Vodacom sale.
2010 FIFA World Cup commitments
The FIFA World Cup commitment is an executory contract which requires the Company to develop the fixed-line components of the
necessary telecommunications infrastructure needed to broadcast this event to the world. This encompasses the provisioning of the fixed-
line telecommunications related products and services and, where applicable, the services of qualified personnel necessary for the
planning, management, delivery, installation and de-installation, operation, maintenance and satisfactory functioning of these products and
services. Furthermore as a National Supporter, Telkom owns a tier 3 sponsorship that grants Telkom a package of advertising, promotional
and marketing rights that are exercisable within the borders of South Africa. Telkom entered into a barter transaction in return for which it
has an outstanding commitment to FIFA of R243 million (2008: R260 million). This has been recognised in intangible assets (note 10).
Telkom Annual Report 2009312
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 312
Telkom Annual Report 2009 313
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Total <1 year 1 – 5 years >5 years
Rm Rm Rm Rm
34. COMMITMENTS (continued)Operating lease commitments and receivables
2009
Cash flow
Land and buildings 432 158 262 12
Rental receivable on buildings (271) (99) (170) (2)
Vehicles 1,137 261 876 –
Equipment 15 6 9 –
Customer premises equipment receivable 88 49 39 –
Total cash flow 1,401 375 1,016 10
The above figures represent actual cash flows relating
to operating leases expected during the periods
specified. However, due to the straight-lining effect of
operating leases, the amounts that would be recognised
in the income statement in the periods specified, would
be as follows:
Income statement
Land and buildings 399 152 237 10
Rental receivable on buildings (250) (96) (153) (1)
Vehicles 1,137 261 876 –
Equipment 15 6 9 –
Customer premises equipment receivable 88 49 39 –
Total to be recognised in the income statement 1,389 372 1,008 9
Vehicles, equipment and customer premises equipment
have no fixed annual escalation, therefore the cash
flows and income statement recognition would be
the same.
2008
Cash flow
Land and buildings 366 141 224 1
Rental receivable on buildings (266) (94) (169) (3)
Vehicles 1,430 226 1,204 –
Equipment 13 10 3 –
Customer premises equipment receivable (84) (45) (39) –
Total cash flow 1,459 238 1,223 (2)
Income statement
Land and buildings 330 133 196 1
Rental receivable on buildings (246) (92) (152) (2)
Vehicles 1,430 226 1,204 –
Equipment 13 10 3 –
Customer premises equipment receivable (84) (45) (39) –
Total to be recognised in the income statement 1,443 232 1,212 (1)
Telkom fins (company) NEW 8/12/09 6:58 PM Page 313
Total <1 year 1 – 5 years >5 years
Rm Rm Rm Rm
34. COMMITMENTS (continued)Operating lease commitments and receivables (continued)
2007
Cash flow
Land and buildings 371 134 236 1
Rental receivable on buildings (269) (91) (174) (4)
Vehicles 564 564 – –
Equipment 23 6 17 –
Customer premises equipment receivable (57) (30) (27) –
Total cash flow 632 583 52 (3)
Income statement
Land and buildings 332 128 203 1
Rental receivable on buildings (249) (90) (156) (3)
Vehicles 564 564 – –
Equipment 23 6 17 –
Customer premises equipment receivable (57) (30) (27) –
Total to be recognised in the income statement 613 578 37 (2)
Operating leases
The Company leases certain buildings, vehicles and equipment. The majority of the lease terms negotiated for equipment-related premises
are ten years with other leases signed for five and three years. The majority of the leases normally contain an option clause entitling Telkom
to renew the lease agreements for a period usually equal to the main lease term.
The minimum lease payments under these agreements are subject to annual escalations, which range from 6% to 15%.
Penalties in terms of the lease agreements are only payable should Telkom vacate the premises and negotiate to terminate the lease
agreement prior to the expiry date, in which case the settlement payment will be negotiated in accordance with the market conditions of
the premises. Future minimum lease payments under operating leases are included in the note above. Onerous leases for buildings, of
which the Company has no further use, no possibility of sub-lease and no option to cancel, are provided for in full and included in other
provisions, refer to note 24.
The master lease agreement for vehicles was for a period of five years and then extended for an additional three years which resulted in
the lease expiring on March 31, 2008. During August 2007 new terms were negotiated and approved and as a result the operating
lease commitments for vehicles are based on the new agreement which expires on March 31, 2013.
In accordance with this agreement Telkom is not allowed to lease any similar vehicle as specified in the contract from any other service
provider during the five year period except for the rentals at airports which are utilised in cases of subsistence and travel as well as vehicles
which are not part of the agreement.
The agreement is structured to have no lease increases on vehicles that are continually leased from the lessor. If a vehicle is, however,
replaced by a new similar vehicle, the lease costs of the newest vehicle will increase by the Consumer Price Index. All leased vehicles are,
however, subject to any variance in the interest rate fluctuations and are adjusted as and when the adjustments are announced by the South
African Reserve Bank. The leases of individual vehicles are renewed annually.
Telkom Annual Report 2009314
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 314
Telkom Annual Report 2009 315
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
34. COMMITMENTS (continued)Operating leases (continued)
The master lease agreements for office equipment are with two suppliers with initial periods of 36 months effective from November 25,
2005. Upon expiry of the initial lease agreement on November 25, 2008, an extension of the lease was negotiated until November 24,
2009. In terms of these agreements the leases of individual equipment shall be valid at a fixed fee for the entire period.
Total <1 year 1 – 5 years >5 years
Rm Rm Rm Rm
Finance lease commitments
Vehicles
2009
Minimum lease payments 187 47 140 –
Finance charges (38) (15) (23) –
Finance lease obligation 149 32 117 –
2008
Minimum lease payments 242 48 194 –
Finance charges (59) (20) (39) –
Finance lease obligation 183 28 155 –
Buildings
2009
Minimum lease payments 1,652 111 545 995
Finance charges (822) (111) (426) (284)
Finance lease obligation 830 – 119 711
2008
Minimum lease payments 1,778 126 502 1,150
Finance charges (936) (114) (439) (383)
Finance lease obligation* 842 12 63 767
2007
Minimum lease payments 1,897 120 487 1,290
Finance charges (1,051) (116) (446) (489)
Finance lease obligation 846 4 41 801
Equipment
2009
Minimum lease payments 7 5 2 –
Finance charges (2) (1) (1) –
Finance lease obligation 5 4 1 –
*These prior year figures have been restated to include the finance lease obligation with regard to the Campus property.
Telkom fins (company) NEW 8/12/09 6:58 PM Page 315
Total <1 year 1 - 5 years >5 years
Rm Rm Rm Rm
34. COMMITMENTS (continued)Finance lease commitments (continued)
Equipment (continued)
2008
Minimum lease payments 16 – 16 –
Finance charges (2) – (2) –
Finance lease obligation 14 – 14 –
2007
Minimum lease payments 6 – 6 –
Finance charges – – – –
Finance lease obligation 6 – 6 –
Finance leases
Finance leases on vehicles relates to the lease of Swap bodies. The lease term for the Swap bodies is April 2008 to April 2013.
A major portion of the finance leases on buildings relates to the sale and lease-back of the Company’s office buildings. The lease term
negotiated for the buildings is for a period of 25 years ending 2019. The minimum lease payments are subject to an annual escalation
of 10% p.a. Telkom has the right to sublet part of the buildings. In case of breach of contract, the lessor is entitled to cancel the lease
agreement and claim damages.
Finance charges accruing on one of the Company’s building leases exceed the lease payments for the next three years. Minimum lease
payments for the next five years do not result in any income accruing to the Company.
Finance leases on equipment mainly relates to office equipment. The lease term negotiated for the finance leases is for the period of three
years ending in 2011.
35. CONTINGENCIESSupplier dispute
Telcordia instituted arbitration proceedings against Telkom in March 2001 before a single arbitrator of the International Court of Arbitration,
operating under the auspices of the International Chamber of Commerce. Telcordia is seeking to recover approximately US$130 million
for monies outstanding and damages, plus costs and interest at a rate of 15.5% per year which was increased by Telcordia to
US$172 million in the 2007 financial year and subsequently decreased to US$128 million in the 2008 financial year. The arbitration
proceeding relates to the cancellation of an agreement entered into between Telkom and Telcordia during June 1999 for the development
and supply of an integrated end-to-end customer assurance and activation system by Telcordia.
In September 2002, the arbitrator found that Telkom had wrongfully repudiated the contract and a partial award was issued by the
arbitrator in favour of Telcordia. Telkom subsequently filed an application in the South African High Court to review and set aside the partial
award.
On November 27, 2003, the South African High Court set aside the partial award and issued a cost order in favour of Telkom. On
May 3, 2004, the South African High Court dismissed an application by Telcordia for leave to appeal and ordered Telcordia to pay the
legal costs of Telkom.
On November 29, 2004, the Supreme Court of Appeals granted Telcordia leave to appeal. Telcordia filed a notice of appeal and also
petitioned the United States District Court for the District of Columbia to confirm the partial award, which petition was dismissed, along
with a subsequent appeal. Following the dismissal of the appeal, Telcordia filed a similar petition in the United States District Court of New
Jersey. The United States District Court of New Jersey also dismissed Telcordia’s petition, reaffirming the decision of the United States District
Court of Columbia. Telcordia appealed this dismissal, which was later dismissed by the Appeals Court of New Jersey.
Telkom Annual Report 2009316
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 316
Telkom Annual Report 2009 317
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
35. CONTINGENCIES (continued)Supplier dispute (continued)
The appeal by Telcordia in the Supreme Court of Appeals was set down for and heard on October 30 and October 31, 2006. Following
the successful upholding of the appeal, Telkom filed an application for leave to appeal to the Constitutional Court on only the issue revolving
around the Supreme Court of Appeals’ failure to recognise Telkom’s rights of access to the courts under the South African Arbitration Act.
The Constitutional Court has since dismissed Telkom’s appeal with costs. The Constitutional Court judgment brought to finality the dispute
over the merits of Telcordia’s claim against Telkom and the parties reconvened the arbitration in May 2007 to deal with the amount of
damages to which Telcordia is entitled.
Two hearings were held at the International Dispute Resolutions Centre, or IDRC. The first hearing was held in London on May 21, 2007
and was a ’directions hearing’, in terms of which the parties consented to a ruling by the arbitrator setting out a consolidated list of
proposals and issues to form part of the damages hearing.
The second hearing was held in London at the IDRC on June 25 and 26, 2007 and dealt with the application by Telcordia for the striking
out of part of Telkom’s defence on the basis that Telkom had raised issues in its defence that had already been heard by the arbitrator prior
to his partial award. This application was dismissed by the arbitrator. The arbitrator also made a ruling compelling Telcordia to provide
certain particulars requested by Telkom with regard to the claims by Telcordia. In his ruling, the arbitrator also set out a list of issues for
determination of the damages.
The mediation took place in London in February and April of 2008 without success. In the interim the parties have agreed to the
appointment by the arbitrator of a third party expert to deal with the technical issues in relation to the software that was required to be
provided by Telcordia, who will make a recommendation to the arbitrator in dealing with the amount of the claims. A further hearing was
held before the arbitrator in October 2008 during which the arbitrator permitted Telkom to amend its statement of defence. Further hearings
were held before the software expert in November 2008 and he has made his report available. Further hearings took place before the
arbitrator in April 2009.
The parties have now agreed that the whole question of “integration” of the software will be done at an experts only hearing (no lawyers)
before Mr P Burns, a software expert in Johannesburg during October 2009. The hearings before the software expert will have an impact
on the quantum of the other claims. The arbitrator has confirmed that the final hearing will be from January 25 to February 10, 2010 in
Johannesburg.
Although Telkom is currently unable to predict the exact amount that it may eventually be required to pay Telcordia, it has made provisions
for estimated liabilities in respect of the Telcordia claim in the sum of US$70 million (R664 million), including interest and legal fees. Telkom
will be required to fund any payments to Telcordia from cash flows or the incurrence of debt and the amount of any damages above
Telkom’s provision would increase Telkom’s liabilities and decrease its net profit, which could have a material adverse effect on its financial
condition, cash flows and results of operations.
A provision has been raised based on management’s best estimate of the probable payments in this regard.
2007 2008 2009
Rm Rm Rm
Supplier dispute liability included in current portion of provisions 527 569 664*
The provision has increased from March 31, 2007 due to exchange rate movements.
* US$70 million (2008: US$70 million; 2007 US$70 million).
Telkom fins (company) NEW 8/12/09 6:58 PM Page 317
35. CONTINGENCIES (continued)Competition Commission
Telkom is a party to a number of legal and arbitration proceedings filed by parties with the South African Competition Commission alleging
anti-competitive practices described below. If Telkom were found to have committed prohibited practices as contained in the Competition
Act, 1998, as amended, Telkom could be required to cease these practices, divest these businesses and be fined a penalty of up to 10%
of Telkom’s annual turnover, excluding the turnover of subsidiaries and joint ventures, for each complaint for the financial years prior to the
dates of the complaints. The Competition Commission has to date not imposed the maximum penalty on any offender.
On July 31, 2008, Telkom received a summons issued by the Competition Commission requesting information in connection with
investigations being conducted by the Competition Commission into five complaints against Telkom described in greater detail below by
the Internet Service Association, MWEB, Internet solutions and Verizon SA Limited. The summons was subsequently withdrawn by the
Competition Commission following on agreement with Telkom in a co-operative process with the Competition Commission as part of the
Competition Commission’s ongoing investigations into these complaints. The investigation is expected to be finalised in the 2009 calendar
year.
As competition continues to increase, we expect that we will become involved in an increasing number of disputes regarding the legality
of services and products provided by us and third parties. These disputes may range from court lawsuits to complaints lodged by or against
us with various regulatory bodies. We are currently unable to predict the amount that we may eventually be required to pay in these
proceedings, however, we have not included provisions for any of these claims in our financial statements. In addition, we may need to
spend substantial amounts defending or prosecuting these claims even if we are ultimately successful. If Telkom is required to cease these
practices, divest itself of the relevant businesses or pay significant fines, Telkom’s business and financial condition could be materially
adversely affected and its revenue and net profit could decline. We may be required to fund any penalties or damages from cash flows
or drawings on our credit facilities, which could cause our indebtedness to increase.
Independent Cellular Services Provider Association of South Africa (ICSPA)
In 2002, the ICSPA filed a complaint against Telkom at the Competition Commission in terms of the Competition Act, alleging that Telkom
had entered into contracts with large corporations, providing large discounts with the effect of discouraging the corporates from using the
‘premicell’ device installed by their members. ICSPA also alleged various contraventions of the Competition Act by Telkom. Telkom provided
the Competition Commission with certain information requested. Telkom also referred the Competition Commission to its High Court
application in respect of utilisation of the ‘premicell’ device. The Competition Commission declined to refer the matter to the Competition
Tribunal. ICSPA then referred the matter to the Competition Tribunal on September 18, 2003. Telkom filed its answering affidavit on
November 28, 2003. ICSPA has taken no further action since then.
The South African Value Added Network Services (SAVA)
On May 7, 2002, the South African Value Added Network Services Providers’ Association, an association of VANS providers, filed
complaints against Telkom at the Competition Commission of the Republic of South Africa under the South African Competition Act, 89 of
1998, alleging, among other things, that Telkom was abusing its dominant position in contravention of the Competition Act, 89 of 1998,
and that it was engaged in price discrimination. The Competition Commission determined, among other things, that several aspects of
Telkom’s conduct contravened the Competition Act, 89 of 1998, and referred certain of the relevant complaints to the Competition Tribunal
for adjudication. The referred complaints deal with Telkom’s alleged refusal to provide telecommunications facilities to certain VANS
providers to construct their networks, refusal to lease access facilities to VANS providers, provision of bundled and cross subsidised
competitive services with monopoly services, discriminatory pricing with regard to leased line services and alleged refusal to peer with
certain VANS providers.
Telkom Annual Report 2009318
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 318
Telkom Annual Report 2009 319
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
35. CONTINGENCIES (continued)Competition Commission (continued)
The South African Value Added Network Services (SAVA) (continued)
Telkom brought an application for review against the Competition Commission and the Competition Tribunal in the South African High
Court, in respect of the decision by the Competition Commission to refer the matters to the Competition Tribunal. Telkom is of the view that
the Competition Tribunal does not have jurisdiction to adjudicate these matters and argued that ICASA has the requisite jurisdiction. In the
review application, Telkom also sought to set aside the decision by the Competition Commission to refer the complaints to the Competition
Tribunal on the basis that the Competition Commission was biased, that the referral was out of time and that the Competition Commission
had not adhered to the memorandum of understanding between it and ICASA. Only the Competition Commission opposed the application
and filed an answering affidavit.
The main complaint at the Competition Commission was held over pending the outcome of the review application.
The application for review was heard on April 24 and 25, 2008. The South African High Court judge set aside the decision of the
Competition Commission to refer the SAVA complaints and the Omnilink complaint against Telkom discussed below to the Competition
Tribunal. The decision was made based on three grounds, namely that:
• the Competition Commission failed to comply with the peremptory provisions of the memorandum of understanding between the
Competition Commission and ICASA;
• the referral was out of time, on the basis that the agreements with the complainants to extend the time which the Competition Commission
was allowed to investigate the complaints were invalid; and
• the Competition Commission’s reliance on a report by the Link Centre created reasonable apprehension of bias, since some of the
complainants contribute financially to the Link Centre and the Link Centre’s advisory board includes employees of the complainants in
the SAVA complaints.
The judge did not make a decision on the question of jurisdiction (ie, whether ICASA or the Competition Tribunal has the jurisdiction to
deal with competition matters in the electronic communications industry).
On july 3, 2008, the Competition Commission filed an application for leave to appeal the decision of the High Court on the basis that
the judge erred on the issue of bias as well as his finding that issues surrounding the extension of time to investigate the issues constitutes
a ground for review. Telkom then filed an application for leave to cross-appeal on July 11, 2008. The main basis of Telkom’s cross-appeal
is that Telkom believes that the judge erred in failing to make a decision as to whether ICASA or the Competition Commission and
Competition Tribunal should deal with this type of complaint. The application for leave to appeal as well as the application for leave to
cross-appeal were granted by the Pretoria High Court on October 9, 2008. The parties are attending to the filing of the record of
proceedings before the High Court as well as the parties’ heads of argument, after which the Registrar of the Supreme Court of Appeal
will inform the parties of the date for the hearing. The main complaint before the Competition Tribunal will continue to be held over pending
the outcome of the appeal and cross-appeal.
This matter is not expected to be finalised within the 2010 financial year.
Omnilink
On August 22, 2002, Omnilink filed a complaint against Telkom at the Competition Commission alleging that Telkom was abusing its
dominance by discriminating in its price for Diginet services as against those charged to VANS and the price charged to customers who
apply for a Telkom VPN solution. The Competition Commission conducted an enquiry and subsequently referred the complaint, together
with the SAVA complaint, to the Competition Tribunal for adjudication. This matter is currently being dealt with together with the SAVA matter
discussed above.
Telkom fins (company) NEW 8/12/09 6:58 PM Page 319
35. CONTINGENCIES (continued)Competition Commission (continued)
Orion/Telkom (Standard Bank and Edcon): Competition Tribunal
In April 2003, Orion filed a complaint against Telkom, Standard Bank and Edcon at the Competition Commission concerning Telkom’s
discounts offered on public switched telecommunication services to corporate customers. In terms of the rules of the Competition
Commission, the Competition Commission, who acts as an investigator, had one year to investigate the complaint. Orion simultaneously
with the filing of the complaint, also filed an application against Telkom, Standard Bank and Edcon at the Competition Tribunal, for an
interim order interdicting and restraining Telkom from offering Orion’s corporate customers reduced rates associated with Telkom’s Cellsaver
discount plan.
The Competition Commission completed its investigation and decided that there was no prima facie evidence of any contravention of the
Competition Act. Orion however referred the matter to the Competition Tribunal in terms of section 51 of the Competition Act, which allows
for parties to refer matters to the Competition Tribunal themselves. Telkom has not yet filed its answering affidavit in the main complaint
before the Competition Tribunal. To date there have been no further developments on this matter.
The Internet Service Providers Association (ISPA)
In December 2005, the ISPA, an association of ISPs, filed complaints against Telkom at the Competition Commission regarding alleged
anti-competitive practices on the part of Telkom. The complaints deal with the cost of access to SAIX, the prices offered by TelkomInternet,
the alleged delay in provision of facilities to ISPs and the alleged favourable installation timelines offered to TelkomInternet customers. The
Competition Commission has formally requested Telkom to provide it with certain records of orders placed for certain services, in an attempt
to first investigate the latter aspects of the complaint. Telkom provided the Competition Commission with the information.
MWEB and Internet Solutions (IS)
On June 29, 2005, MWEB and Internet Solutions, or IS, jointly lodged a complaint with the Competition Commission against Telkom and
also requested interim relief at the Competition Tribunal. The complaint at the Competition Commission mainly deals with Telkom’s pricing
for ADSL retail products and its IP Connect products, the termination of the peering link between Telkom and IS, the wholesale pricing of
SAIX bandwidth for ADSL users of other internet service providers, the architecture of Telkom’s ADSL access route and the manner in which
internet service providers can only connect to Telkom’s edge service router via IP Connect as well as alleged excessive pricing for bandwidth
on Telkom’s international undersea cable. The application for interim relief at the Competition Tribunal dealt with allegations that Telkom
should maintain the peering link between IS and Telkom in terms of its current peering agreement, and demanded that Telkom treat the
traffic generated by ADSL customers of MWEB as traffic destined for the peering link and that Telkom upgrade its peering link to
accommodate the increased ADSL traffic emanating from MWEB and maintain a maximum of 65% utilisation. Telkom filed its answering
affidavit, and is awaiting IS and MWEB’s replying affidavit.
Since then, Telkom has entered into a new peering agreement with IS and has responded to numerous documentation and information
requests from the Competition Commission. To date neither MWEB nor IS has filed a replying affidavit in the interim relief application.
MWEB
On June 5, 2007, MWEB brought an application against Telkom for interim relief at the Competition Tribunal with regard to the manner
in which Telkom provides wholesale ADSL internet connections. MWEB requested the Competition Tribunal to grant an order of interim
relief against Telkom to charge MWEB a wholesale price for the provision of ADSL internet connections which is not higher than the lowest
retail price. MWEB further applied for an order that Telkom implement the migration of end customers from Telkom PSTS ADSL access to
MWEB without interruption of the service. Telkom raised the objection that the Competition Tribunal does not have jurisdiction to hear the
matter in its answering affidavit filed at the Competition Tribunal. Telkom still had to “plead over” as to the merits of the matter. Telkom also
filed an application in the Transvaal Provincial Division of the South African High Court on July 3, 2007 for an order declaring that the
Competition Tribunal does not have jurisdiction to hear the application for interim relief made to it by MWEB.
Telkom Annual Report 2009320
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 320
Telkom Annual Report 2009 321
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
35. CONTINGENCIES (continued)Competition Commission (continued)
MWEB (continued)
The application before the High Court was set down for hearing during the first quarter of the 2009 financial year. The parties however
entered into settlement negotiations, which resulted in the withdrawal of the interim relief application at the Competition Tribunal by MWEB
as well as a withdrawal of the jurisdictional challenge filed at the South African High Court by Telkom. The parties are in further
negotiations.
Verizon SA Limited (Verizon)
Verizon filed a complaint against Telkom on March 22, 2007 alleging that Telkom charges an excessive price on services rendered to
Verizon, thereby inducing Verizon’s customers not to deal with Verizon, engages in exclusionary conduct through “margin squeeze” in
offering prices to end-users which are lower than the prices at which it sells rights of access to its infrastructure on a wholesale basis to
Verizon, and that Telkom engages in price discrimination against Verizon.
Internet Solutions (IS)
IS filed a complaint against Telkom at the Competition Commission during December 2007. The complaint alleges abusive conduct by
Telkom. IS specifically alleges that Telkom is charging excessive prices that bear no reasonable relation to the economic value of the goods
or services, that Telkom has raised the wholesale cost to downstream competitors, while also reducing the downstream retail price to clients;
engaging in margin squeeze, that Telkom has introduced a series of bundled products (namely Telkom Closer Products) that limit the ability
of rivals in particular markets to compete effectively, and Telkom is offering discriminatory prices in relation to a number of infrastructural
and service items that IS is compelled to purchase from Telkom.
While that complaint was being investigated by the Competition Commission, IS brought an application to the Competition Commission
for interim relief requesting: that Telkom be ordered to charge IS a wholesale price for telecommunication facilities to provide virtual private
network services to its customers no higher than the lowest retail price for such connection charged to Telkom’s VPN Supreme customers
and ordering that the costs of the application be paid by Telkom.
Telkom opposed the application by IS at the Competition Tribunal although it is unable to finalise its opposing papers due to difficulties
associated with the manner in which IS claimed confidentiality over the application. No further activity has taken place with regard to the
interim relief application to date.
Maredi Telecom and Broadcasting (Proprietary) Limited (Maredi)
Maredi served a notice of motion on Telkom, Ericsson SA and Telsaf Data (Pty) Limited on January 8, 2009. The matter relates to a tender
published by Telkom for the supply of point-to-point split mount microwave equipment. Maredi, Telsaf, Ericsson and a fourth company,
Mobax, were shortlisted. The tender was awarded by Telkom to Telsaf and Ericsson.
Telkom fins (company) NEW 8/12/09 6:58 PM Page 321
35. CONTINGENCIES (continued)Competition Commission (continued)
Maredi Telecom and Broadcasting (Proprietary) Limited (Maredi) (continued)
Maredi applied for a court order, with a court hearing date set for February 3, 2009, requesting that the court prevent Telkom from entering
into a contract with Ericsson and Telsaf or either party, and from ordering goods or services from Ericsson and Telsaf pursuant to the tender.
Maredi also requested an order that the court review and set aside the award of the tender to Telsaf and Ericsson or either of the
aforementioned parties, and refer the tender back to Telkom in order for Telkom to reconsider its award. Maredi alleged that there were
certain irregularities in the tender process in that Telkom did not follow fair procedures by failing to comply with its own mandatory
procedural requirements, that Telkom acted arbitrarily and in bad faith, that Telkom was biased in favour of Ericsson and that Ericsson should
have been disqualified as it failed to meet Telkom’s critical criteria as set out in the tender.
Numerous allegations in the application, including accusations against certain members of the Procurement Review Council and allegations
by Maredi of compliance by them to the technical critical criteria, were refuted by Telkom. Telkom and Ericsson opposed the application
and filed their respective opposing affidavits. Telsaf did not oppose the application. The matter was ultimately set down for hearing on
February 20, 2009 and Maredi’s application was dismissed with costs. However, Maredi is proceeding with a review application in the
ordinary course and Telkom is opposing the application.
Telkom is not currently able to predict when these disputes may be resolved or the amount that it may eventually be required to pay,
however, it has not included provisions for all of these claims in its annual financial statements. In addition, Telkom may need to spend
substantial amounts defending or prosecuting these claims even if it was ultimately successful. If Telkom were to lose these or future legal
and arbitration proceedings, it could be prohibited from engaging in certain business activities and could be required to pay substantial
penalties and damages, which could cause its revenue and net profit to decline and have a material adverse impact on its business and
financial condition. Telkom may be required to fund any penalties or damages from cash flows or drawings on its credit facilities, which
could cause its indebtedness to increase.
Telkom is party to various additional proceedings and lawsuits in the ordinary course of its business, which management does not believe
will have a material adverse impact on Telkom.
Negative working capital ratio
At each of the financial periods ended March 31, 2009, 2008 and 2007 the Company had a negative working capital ratio. A negative
working capital ratio arises when current liabilities are greater than current assets. Current liabilities are intended to be financed from
operating cash flows, new borrowings and borrowings available under existing credit facilities.
Telkom Annual Report 2009322
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 322
Telkom Annual Report 2009 323
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
36. DIRECTORS’ INTERESTSST Arnold, RJ Huntley, E Spio-Garbrah, KST Matthews and VB Lawrence, five of Telkom’s Board members, are the South African
Government’s representative on Telkom’s Board of Directors. At March 31, 2009, the Government held 39.76% (2008: 39.42%, 2007:
38.83%) of Telkom’s shares.
B Molefe is a Public Investment Corporation (‘PIC’) representative on Telkom’s Board of Directors. As at March 31, 2009 the PIC held
15.63% (2008: 15.23%, 2007: 15.27%) of Telkom’s shares.
Beneficial Non-beneficial
Direct Indirect Direct Indirect
Directors’ shareholding (Number of shares)
2009
Executive
RJ September 90,815 1,820 – –
PG Nelson 19,182 – – –
109,997 1,820 – –
Non-executive
PG Joubert – 15,000 – –
D Barber – 1,200 – –
– 16,200 – –
2008
Executive
RJ September 7,155 – – –
Total 7,155 – – –
2007
Non-executive
TF Mosololi 455 – – –
Total 455 – – –
The directors’ shareholding changed between the balance sheet date and the date of issue of the financial statements and this has been
reflected in the above information.
2007 2008 2009
Rm Rm Rm
Directors’ emoluments 7 36 20
Executive
For services as directors 4 31 15
Non-executive
For services as directors 3 5 5
Telkom fins (company) NEW 8/12/09 6:58 PM Page 323
36. DIRECTORS’ INTERESTS (continued)Directors’ emoluments (continued)
Performance Fringe andFees Remuneration bonus other benefits Total
R R R R R2009Emoluments per director:Non-executive 5,028,084 – – – 5,028,084
ST Arnold 1,030,000 – – – 1,030,000 B du Plessis 498,000 – – – 498,000 PSC Luthuli 642,000 – – – 642,000 KST Matthews 441,000 – – – 441,000 B Molefe 159,551 – – – 159,551AG Rhoda 124,001 – – – 124,001 RJ Huntley 533,000 – – – 533,000 Dr E Spio-Garbrah** 622,750 – – – 622,750 Dr VB Lawrence** 359,000 – – – 359,000 DD Barber 293,667 – – – 293,667 PG Joubert 302,778 – – – 302,778
Executive – 4,530,912 2,289,947 7,848,357 14,669,216
RJ September* – 3,555,800 1,841,396 7,430,452 12,827,648 PG Nelson* – 975,112 448,551 417,905 1,841,568
Total emoluments – paid by Telkom 5,005,747 4,530,912 2,289,947 7,848,357 19,674,963
2008Emoluments per director:Non-executive 4,633,933 – – – 4,633,933
ST Arnold 1,124,373 – – – 1,124,373 B du Plessis 393,967 – – – 393,967 MJ Lamberti – – – – – PSC Luthuli 502,117 – – – 502,117 TD Mahloele 357,684 – – – 357,684 KST Matthews 501,217 – – – 501,217 TF Mosololi 174,960 – – – 174,960 M Mostert *** 229,433 – – – 229,433 DD Tabata 250,583 – – – 250,583 YR Tenza 305,633 – – – 305,633 PL Zim 5,333 – – – 5,333 B Molefe 20,497 – – – 20,497 A Rhoda 14,286 – – – 14,286 RJ Huntley 193,833 – – – 193,833 Dr E Spio-Garbrah** 273,841 – – – 273,841 Dr VB Lawrence** 286,176 – – – 286,176
Executive – 14,489,833 3,436,308 13,244,896 31,171,037
RJ September* – 2,453,757 3,436,308 13,218,772 19,108,837
CEO – 1,016,524 3,436,308 10,438,538 14,891,370 Acting CEO – 1,437,233 – 2,780,234 4,217,467
LRR Molotsane* – 12,036,076 – 26,124 12,062,200
Total emoluments – paid by Telkom 4,633,933 14,489,833 3,436,308 13,244,896 35,804,970
Telkom Annual Report 2009324
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 324
Telkom Annual Report 2009 325
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
36. DIRECTORS’ INTERESTS (continued)Directors’ emoluments (continued)
Performance Fringe and
Fees Remuneration bonus other benefits Total
R R R R R
2007
Emoluments per director:
Non-executive 2,641,168 – – – 2,641,168
NE Mtshotshisa 463,050 – – – 463,050
ST Arnold 353,719 – – – 353,719
TCP Chikane 32,670 – – – 32,670
B du Plessis 213,367 – – – 213,367
PSC Luthuli 205,417 – – – 205,417
TD Mahloele 166,667 – – – 166,667
K Matthews 109,643 – – – 109,643
TF Mosololi 214,417 – – – 214,417
M Mostert 232,417 – – – 232,417
DD Tabata 175,367 – – – 175,367
YR Tenza 321,767 – – – 321,767
PL Zim 152,667 – – – 152,667
Executive – 2,272,785 – 1,653,202 3,925,987
LRR Molotsane* – 2,272,785 – 1,653,202 3,925,987
Total emoluments – paid
by Telkom 2,641,168 2,272,785 – 1,653,202 6,567,155
* Included in fringe and other benefits is a pension contribution for LRR Molotsane of RNil (2008: R4,690; 2007: R295,462), RJ September of
R462,254 (2008: R280,261; 2007: RNil) and PG Nelson of R126,765 (2008: RNil; 2007: RNil) at March 31, 2009 paid to the Telkom Retirement
Fund.
** Foreign directors.
*** In the absence of an internal corporate finance division, and pending the structuring and staffing thereof, the Telkom Board resolved that it was in the best
interest of the Company and the shareholders to deploy the highest quality skills currently resident in Telkom, to evaluate, structure and make
recommendations to the Board on major transactions. During 2008 M Mostert led all efforts in this regard and was remunerated accordingly. Moreover
in compliance with the principles of good governance, the Board took legal advice and established that there was no conflict of interest arising out of
his involvement in the transaction evaluated.
Telkom fins (company) NEW 8/12/09 6:58 PM Page 325
37. RELATED PARTIESDetails of material transactions and balances with related parties not disclosed separately in the annual financial statements were as
follows:
2007 2008 2009
Rm Rm Rm
With joint venture:
Vodacom Group (Proprietary) Limited
Related party balances
Trade receivables 122 99 121
Dividend receivable 1,450 1,595 1,100
Trade payables (706) (691) (650)
Related party transactions
Revenue (1,510) (1,632) (1,781)
Expenses 2,974 3,050 3,066
Dividend received (2,700) (2,970) (2,600)
Audit fees 6 5 4
Revenue includes interconnect fees and lease and installation
of transmission lines.
Expenses mostly represent interconnect expenses.
With shareholders:
Public Investment Corporation
There were no material transactions between the Company and
the Public Investment Corporation.
Government
Related party balances
Trade receivables 271 326 386
Related party transactions
Revenue (2,458) (2,623) (2,767)
With subsidiaries:
Trudon Proprietary Limited (formerly trading as TDS Directory
Operations (Proprietary) Limited)
Related party balances
Trade receivables 6 7 10
Trade payables (100) (151) (141)
Dividend receivable 84 – –
Related party transactions
Revenue (57) (59) (62)
Expenses 12 20 15
Dividend received (149) (120) (47)
Telkom Annual Report 2009326
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
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Telkom Annual Report 2009 327
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
2007 2008 2009
Rm Rm Rm
37. RELATED PARTIES (continued)With subsidiaries: (continued)
Swiftnet (Proprietary) Limited
Related party balances
Trade receivables – – 1
Trade payables (14) (12) (15)
Loan from subsidiary – – 10
Related party transactions
Revenue (16) (18) (17)
Expenses – – 1
Income includes data calls and billing fees.
Rossal No 65 (Proprietary) Limited
Related party balances
Accruals and other payables (148) – (342)
Loan to subsidiary – 30 –
The loan is unsecured, interest-free and has no fixed repayment
terms. The loan has been subordinated in favour of other creditors.
Related party transactions
Dividend paid 110 115 59
Dividend received (56) (290) (29)
Acajou Investments (Proprietary) Limited
Related party balances
(Accruals and other payables)/receivables (98) – 285
Related party transactions
Dividend paid 98 119 72
Dividend received (100) (217) (71)
Intekom (Proprietary) Limited
Related party balances
Accruals and other payables (5) (13) (23)
Related party transactions
Expenses 7 8 10
Q-Trunk (Proprietary) Limited
Related party balances
Loan to subsidiary 30 26 22
Impairment of loan (30) (26) (22)
The loan is unsecured, interest-free and has
no fixed repayment terms. The loan has been
subordinated in favour of other creditors.
Related party transactions
Expenses 6 6 6
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Telkom Annual Report 2009328
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
2007 2008 2009
Rm Rm Rm
37. RELATED PARTIES (continued)With subsidiaries: (continued)
Special purpose entity – cell captive
Related party balances
Investment – sinking fund (refer to note 11) 535 535 535
Related party transactions
Investment income (19) – –
Africa Online Limited (Africa Online)
Related party balances
Loan to subsidiary – 74 236
Trade receivables – – 4
Trade payables – (4) –
Related party transactions
Revenue – (4) –
Investment income – (2) (11)
The loan is unsecured and bears interest at 3 month
US$ LIBOR plus 5%. The loan has no fixed repayment terms.
Multi-Links Telecommunications (Proprietary) Limited (Multi-Links)
Related party balances
Loan to subsidiary – 840 5,225
Trade receivables – – 75
Trade payables – (21) –
Related party transactions
Revenue – (21) (55)
Investment income – (34) (178)
The loan is unsecured and bears interest at 3 month US$ LIBOR
plus 5%. The loan may be prepaid in full or in whole, provided
that each part prepayment may not be less than US$1 million.
The advances must be repaid on May 1, 2009, July 1,
2009 and January 29, 2010.
Telkom International (Proprietary) Limited
Related party transactions
Loan to subsidiary – 1,985 1,985
Impairment of loan – – (874)
The loan has been used to purchase a 75% shareholding in
Multi-Links Telecommunications (Proprietary) Limited. The loan
is unsecured and has no fixed repayment term.
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Telkom Annual Report 2009 329
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
2007 2008 2009
Rm Rm Rm
37. RELATED PARTIES (continued)With subsidiaries: (continued)
Telkom Media (Proprietary) Limited
Related party transactions
Loan to subsidiary – 326 471
Impairment of loan – (217) (471)
The loan is interest-free and has no repayment terms.
Telkom Foundation
Related party transactions
Expenses 54 58 54
With entities under common control:
Major public entities
Related party balances
Trade receivables 51 26 50
Trade payables (2) (5) (3)
The outstanding balances are unsecured and will be settled in
cash in the ordinary course of business.
Related party transactions
Revenue (400) (485) (445)
Expenses 206 201 180
Rent received (29) (21) (20)
Rent paid 18 18 19
Income with major public entities for the year ended March 31,
2007 has been restated due to additional BAN numbers being
included in our calculation of income with major public entities.
The effect of this is only on the disclosure of the related party
note and has a RNil effect on the Company’s profit.
Key management personnel compensation:
(Including directors’ emoluments)
Related party transactions
Short-term employee benefits 108 114 54
Post-employment benefits 3 3 5
Termination benefits – 27 –
Equity compensation benefits 8 24 36
The fair value of the shares that vested in the current
year is R11 million (2008: R12 million; 2007: RNil).
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Telkom Annual Report 2009330
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
37. RELATED PARTIES (continued)Terms and conditions of transactions with related parties
The sales to and purchases from related parties of telecommunication services are made at arm’s length prices. Except as indicated above,
outstanding balances at the year end are unsecured, interest-free (except for interest charged on overdue telephone accounts) and settlement
occurs in cash. Apart from the bank guarantee to the amount not exceeding R23 million (US$3 million) provided to Africa Online Limited,
there have been no guarantees provided or received for related party receivables or payables. Except as indicated above for the year
ended March 31, 2009, the Company has not impaired any amounts owed by related parties (2008: RNil; 2007: RNil). This assessment
is undertaken each financial year through examining the financial position of the related party and the market in which the related party
operates.
38. SIGNIFICANT EVENTSTelkom Renaissance
On November 14, 2008, Telkom’s Board of Directors approved the new organisation structure which is designed to fit Telkom’s defend
and growth strategy. The new structure is effective April 1, 2009 and is being managed through a project called Telkom Renaissance.
The Group has been restructured into three operating Business Units namely Telkom South Africa, Telkom International and Telkom Data
Centre Operations. The Telkom Renaissance initiative will occur over the next 24 months to ensure that all the necessary remodelling,
reorganising, revitalising and re-engineering happens in order to make the new structure function optimally.
This initiative is a complete transformation of the way Telkom focuses on servicing its customers and creating value for its stakeholders. It is
a positive, purposeful change towards a more accountable and competitive company. This change is a necessary part of Telkom’s strategy
to maintain and grow market share in South Africa whilst building a strong footprint on the African continent.
Capability Management
Telkom will seek to manage costs and address service delivery constraints by realigning its structure and resources to better match its
transforming information, communications and technology business.
The transformation of the communications industry and increasing market and competitive pressure has put communication companies such
as Telkom under increasing revenue and expense constraints while being required to improve customer service. As a result capability
management is designed to ensure that the capabilities needed to succeed in a converged communications market are established through
the optimal utilisation of external as well as internal capabilities, extracting efficiencies, where possible, through scale of a rapidly maturing
retail and wholesale market and better organised functional areas in a more deregulated and liberalised communications market.
Capability management includes the internal consolidation of certain functional areas and the optimisation of strategic supplier and service
provider relationships improving performance in other functional areas.
Capability Management will be concerned with assisting in addressing the margin and service delivery pressures by reassessing the
operational service delivery methodology currently deployed with a view of increasing flexibility, reducing expense while improving service
delivery across Telkom.
Given the challenges Telkom faces in rolling out broadband, converged and data services, maintaining our legacy network and expanding
our operations across the African continent, employees’ skills and performance must be aligned with our strategy to ensure financial,
operational and transformational targets, customer expectations and shareholder expectations are met.
The immediate objective therefore is to remodel service delivery. This is one of the strategic initiatives under Project Renaissance and will
focus on the following:
• Identify and assess existing capabilities;
• Establish a Telkom Capability Inventory;
• Determine future capability requirements;
• Identify and develop a set of optimal service delivery options for achieving current and future strategic objectives; and
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Telkom Annual Report 2009 331
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
38. SIGNIFICANT EVENTS (continued)Capability Management (continued)• Enable Telkom South Africa, Telkom International and Telkom Data Centre Operations to:
– Improve resource efficiency;– Improve capital productivity; and– Improve service delivery.
A memorandum of understanding was entered into between Telkom and organised labour which included issues such as the deferment ofthe Managed Services Partner outsourcing project implementation post April 2009 and the establishment of a restructuring forum where allrestructuring initiatives will be debated between the parties concerned.
Telkom Management Services (Proprietary) Limited (TMS)TMS was registered as a company during August 2008. Telkom’s Board approved the establishment of TMS as a part of Telkom’s strategicplan to grow revenue and expand geographic reach.
Appointment of directorOn November 10, 2008, Telkom announced the appointment of Mr Peter Nelson as Chief Financial Officer and director of the Companywith effect from December 8, 2008.
39. SUBSEQUENT EVENTSDividendsThe Telkom Board declared an ordinary dividend of 115 cents (2008: 660 cents, 2007: 600 cents) per share and a special dividendof 260 cents (2008: Nil cents, 2007: 500 cents) per share on June 19, 2009, payable on July 20, 2009 to shareholders registered onJuly 17, 2009.
Acquisition of MWEB Africa Limited and majority equity stake in MWEB Namibia (Proprietary) LimitedOn November 10, 2008, Telkom International (Proprietary) Limited, a wholly owned subsidiary of Telkom, announced it had entered intoagreements to acquire 100% of MWEB Africa Limited (‘MWEB Africa’) and 75% of MWEB Namibia (Proprietary) Limited (’MWEBNamibia‘) . The purchase price for the MWEB Africa Group including AFSAT and MWEB Namibia is US$55 million (approximately R498million) with a deferred payment of US$14,18 million due when the profits of MWEB Group for the year ended March 31, 2009 arefinalised. These shareholdings will be acquired from Multichoice Africa Limited and MIH Holdings Limited respectively, which are membersof the Naspers Limited Group.
MWEB Africa is an internet services provider in sub-Saharan Africa (excluding South Africa) which also provides network access servicesin some countries and is headquartered in Mauritius with operations in Namibia, Nigeria, Kenya, Tanzania, Uganda and Zimbabwe, anagency arrangement in Botswana and distributors in 26 sub-Saharan African countries.
The acquisition of MWEB is part of the Group’s strategy of growing its broadband and solidifying its market position through acquisitions.
The successful conclusion of the agreements being entered into is subject to conditions precedent, including regulatory approvals beingobtained in certain African jurisdictions.
Subsequent to year end, on April 21, 2009, the conditions precedent to the sale were fulfilled.
AT&T strategic agreementOn April 16, 2009, Telkom and AT&T, the global communications leader, entered into a strategic agreement which aims to extend AT&T’sglobal networking reach to sub-Saharan Africa and boost Telkom’s strategy to grow a strong ICT footprint on the African continent. Theagreement will allow both companies to explore ways to provide global seamless communication and technology solutions and servicesto multinational customers, ether based in or seeking to extend their operations in sub-Saharan Africa.
Under the terms of the memorandum of understanding, the two companies will begin work towards definitive agreements that would
• directly connect the Telkom regional network and the AT&T global network;
• deliver a wider geographic footprint of telecommunication services, in both sub-Saharan Africa and other global points;
• enhance mobile service capabilities for corporate customers in sub-Saharan Africa;
• extend global VPN (Virtual Private Network) services to support the state of art network requirements of customers either headquarteredin or seeking to expand sites in sub-Saharan Africa;
• explore other potential opportunities in areas such as Telepresence, hosting and professional services; and
• expand the existing global wholesale voice services relationship between Telkom Group and AT&T.
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Telkom Annual Report 2009332
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
39. SUBSEQUENT EVENTS (continued)Telkom Media (Proprietary) Limited (Telkom Media)
On August 31, 2006, Telkom created a new subsidiary, Telkom Media (Proprietary) Limited, with a black economic empowerment (‘BEE’)
shareholding. ICASA awarded Telkom Media a commercial satellite and cable subscription broadcast licence on September 12, 2007.
On March 31, 2008, the Telkom Board took a decision to substantially reduce its investment in Telkom Media and as such Telkom Media
reduced its operational expenses and commitments to a minimum. Telkom Media did not meet the held for sale criteria at year end as
management were unable to sell the disposal group for its expected price and therefore decided to abandon it.
Subsequent to year end Telkom was approached by potential buyers of Telkom’s interest in Telkom Media and negotiations with the potential
buyer were concluded. On May 4, 2009, Telkom sold its 75% interest in Telkom Media to Shenzhen Media South Africa (Proprietary)
Limited for a nominal amount.
Disposal and unbundling of stake in VodacomIn 2008 Telkom announced a decision to dispose of its entire stake in Vodacom through selling of 15% of its stake to Vodafone, a whollyowned subsidiary of Vodafone Group plc and unbundling its remaining 35% stake to its shareholders pursuant to a listing of Vodacom onthe main board of JSE Limited.
On May 18, 2009 Vodacom was successfully listed on the main board of the JSE Limited and a special dividend of R19 was distributedto all Telkom shareholders. Telkom successfully completed the unbundling of Vodacom shares to its shareholders on May 25, 2009.
Bookbuilding of Vodacom Group (Proprietary) Limited sharesOn June 2, 2009, Telkom announced the successful completion of the accelerated bookbuilding of Vodacom shares, raising R1,540 millionfor "ineligible shareholders". The directors of Telkom, in consultation with Vodafone, determined that Telkom shareholders in the United Statesof America would be regarded as "ineligible shareholders" for the unbundling of Vodacom shares to shareholders of Telkom, which wascompleted on May 25, 2009, and would therefore not receive Vodacom shares in such distributions.
The proceeds from the offering, net of applicable fees, expenses, taxes and charges, will be distributed to the "ineligible shareholders" inproportion to their entitlement to Vodacom shares.
New York Stock Exchange listingGiven the current global economic climate and the absolute necessity for Telkom to reduce its cost profile, the Board has decided to delistfrom the New York Stock Exchange. Maintaining a listing in the United States of America is expensive and takes considerable managementtime. The methodology employed and discipline gained from Sarbanes-Oxley reporting requirements will be retained to ensure strictgovernance compliance and transparent financial reporting.
Telkom is comfortable that the Johannesburg Stock Exchange provides sufficient access to capital for both South African and globalinvestors. Telkom intends to maintain a level 1 American Depository Receipt programme to facilitate over-the-counter- trading in the UnitedStates of America.
Telkom Communications International (Proprietary) LimitedThe Abacus Financial Services (Mauritius) Limited issued a notice under section 265 (5) of the Companies Act 1984 that TelkomCommunications International (Proprietary) Limited has been dissolved with effect from May 12, 2009.
Other mattersThe directors are not aware of any other matter or circumstance since the financial year ended March 31, 2009 and the date of thisreport, or otherwise dealt with in the financial statements, which significantly affects the financial position of the Company and the resultsof its operations.
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Telkom Annual Report 2009 333
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTEDThe Company has not early adopted the following standards, interpretations and amendments that have been issued and are not yet
effective:
IFRS1 First-time Adoption of International Financial Reporting Standards: Cost of an Investment in a Subsidiary, Jointly Controlled Entity
or Associate (amended)
This amendment is effective for annual periods beginning on or after January 1, 2009. This standard is amended to allow an entity, in its
separate financial statements, to determine the cost of investments in subsidiaries, jointly controlled entities or associates (in its opening IFRS
financial statements) as one of the following amounts:
• Cost determined in accordance with IAS27
• At the fair value of the investment at the date of the transition to IFRS, determined in accordance with IAS39 Financial Instruments:
Recognition and Measurement
• The previous GAAP carrying amount of the investment at the date of transition to IFRS
This determination is made for each investment, rather than being a policy decision.
The amendment does not have an impact on the annual financial statements.
IFRS2 Share-based Payment: Vesting Conditions and Cancellations (amended)
This amendment is effective for annual periods beginning on or after January 1, 2009. The amendments to IFRS2 Share-based Payment
clarifies the definition of vesting conditions and the accounting treatment of cancellations by the counterparty to a share-based arrangement.
The amendment will not have a material impact on the Company’s financial statements.
IFRS2 Share-Based Payment: Group Cash-Settled Share-Based Payment Arrangements (amended)
This amendment is effective for annual periods beginning on or after January 1, 2010. The amendment clarifies how an individual
subsidiary in a group should account for some share-based payment arrangements in its own financial statements. The amendment will not
have a material impact on the Company’s financial statements.
IFRS3 Business Combinations (revised)
The revisions are effective for annual periods beginning on or after July 1, 2009 .The revised standard still applies the acquisition method
of accounting for business combinations, with some significant changes. For example, all payments to purchase a business are to be
recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income
statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value
or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The
revised standard will not have an impact on the annual financial statements.
IFRS7 Financial Instruments: Disclosures (amended)
The interpretation is applicable for annual periods beginning on or after January 1, 2009. The amendment requires enhanced disclosures
about fair value measurements and liquidity risk. The impact of the amendment is being evaluated.
IFRS8 Operating Segments
This standard is effective for annual periods beginning on or after January 1, 2009. The standard requires operating segments to be
identified on the basis of internal reports about components of the entity that are regularly reviewed by the chief operating decision maker
in order to allocate resources to the segment and to assess its performance. The impact of this standard is currently being evaluated.
IFRIC9 Reassessment of Embedded Derivatives (amended)
The amendment is effective for annual periods ending on or after June 30, 2009. The amendment clarifies that on reclassification of a
financial asset out of the ‘fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,
separately accounted for in financial statements. The amendment will not have an impact on the financial statements as Telkom does not
have material embedded derivatives.
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Telkom Annual Report 2009334
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)IFRIC13 Customer Loyalty ProgrammesThe interpretation is effective for annual periods beginning on or after July 1, 2008. The interpretation requires loyalty award credits granted
to customers in connection with a sales transaction to be accounted for as a separate component of the sales transaction. The consideration
received in the sales transaction would, therefore, be allocated between the loyalty award credits and the other components of the sale.
IFRIC13 is not relevant to the Company’s operations because none of the Company’s companies operate any loyalty programmes.
Where the cost of fulfilling the awards is expected to exceed the consideration received, the entity will have to recognise an onerous
contract liability. The impact of this amendment is being evaluated.
IFRIC15 Agreements for the Construction of Real Estate
The interpretation is effective for annual periods beginning on or after January 1, 2009. The aim of this interpretation is to determine
whether an agreement for the construction of real estate is within the scope of IAS11 Construction Contracts or IAS18 Revenue.
This interpretation is not relevant to the Company’s operations as the Company does not construct real estates.
IFRIC16 Hedges of a Net Investment in a Foreign Operation
The interpretation is effective for annual periods beginning on or after October 1, 2008. The interpretation provides guidance in respect
of hedges of foreign currency gains and losses on a net investment in a foreign operation. This includes the fact that net investment hedging
relates to differences in functional currency and not presentation currency, and hedging instruments may be held anywhere in the Group.
The interpretation will not have an impact on the Company’s financial statements.
IFRIC17 Distributions of Non-Cash Assets to Owners
The interpretation is effective for annual periods beginning on or after July 1, 2009. The interpretation provides guidance on how an entity
should account for non-cash distributions to its owners and/or distributions that give owners a choice of receiving either non-cash assets or
a cash alternative. The impact of the amendment is being evaluated.
IFRIC 18 Transfer of Assets from Customers
The interpretation is effective for annual periods beginning on or after July 1, 2009.
IFRIC18 clarifies the requirements of IFRSs for agreements in which an entity receives from a customer an item of property, plant and
equipment (‘PPE’) that the entity must then use either to connect the customer to a network or to provide the customer with ongoing access
to a supply of goods or services. The IFRIC also provides guidance where an entity receives cash from a customer that must be used only
to acquire or construct an item of PPE in order to connect the customer to a network or provide the customer with ongoing access to a
supply of goods or services. The impact of this interpretation is currently being evaluated.
IAS1 Presentation of Financial Statement (revised)
The revised standard is effective for annual periods beginning on or after January 1, 2009.
IAS1R introduces a statement of comprehensive income with two optional formats and refers to the balance sheet and cash flow statement
by different names: the ‘statement of financial position’ and ‘statement of cash flows’, respectively. The revision to the standard will result
in changes in the way the annual financial statements are presented.
IAS7 Cash Flow Statement: Consequential Amendments arising from Amendments to IAS16
The amendment is effective for annual periods beginning on or after January 1, 2009. IAS7 as amended requires cash receipts and
payments relating to purchase, rental and sale of property, plant and equipment held for rental to be treated as cash flows from operating
activities. The impact of this amendment is being evaluated.
IAS23 Borrowing Costs (revised)The revised standard applies to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on orafter January 1, 2009. The revised standard requires all borrowing costs that are directly attributable to the acquisition, construction orproduction of qualifying assets to be capitalised. The Company does not expect the adoption of the standard to have a material impact.
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Telkom Annual Report 2009 335
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)IAS27 Consolidated and Separate Financial Statements (revised)The revisions are effective for annual periods beginning on or after July 1, 2009. The revised standard requires the effects of all transactionswith non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwillor gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured tofair value, and a gain or loss is recognised in profit or loss. The impact of the revised standard is being evaluated.
IAS27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate(amended)The amended standard is effective for annual periods beginning on or after January 1, 2009. The amended standard is for the followingchanges in respect of the holding company’s separate financial statements:
• The deletion of the ‘cost method’. Making the distinction between pre- and post-acquisition profits is no longer required. All dividendswill be recognised in profit or loss. However, the payment of such dividends requires the entity to consider whether there is an indicatorof impairment; and
• In cases of reorganisations where a new parent is inserted above an existing parent of the Group (subject to meeting specificrequirements), the cost of the subsidiary is the previous carrying amount of its share of equity items in the subsidiary rather than its fairvalue. The impact of this amended standard is currently being evaluated.
Amendment to IAS32 Financial Instruments Presentation and IAS1 Presentation of Financial Statements, Puttable Financial Instruments
The amendment is effective for periods beginning January 1, 2009. The amendments classify puttable financial instruments, or components
of instruments, that impose on the entity an obligation to deliver to another party a pro-rata share of the net assets of the entity only on
liquidation, as equity, provided they have particular features and meet specific conditions. The impact of this amended standard is being
evaluated.
IAS39: Financial Instruments: Recognition and Measurement (amended)
The amendment is effective for annual periods ending on or after June 30, 2009. The amendment clarifies that on reclassification of a
financial asset out of the ‘fair value through profit or loss’ category, all embedded derivatives have to be assessed and, if necessary,
separately accounted for in financial statements. The amendment will not have an impact on the financial statements as Telkom does not
have material embedded derivatives.
IAS39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items (amended)
The amendment to the standard is effective for annual periods beginning on or after July 1, 2009. The amendment clarifies that an entity
is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. The
amendment will not have an impact on the financial statements as Telkom does not apply hedge accounting.
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Telkom Annual Report 2009336
Notes to the annual financial statements (continued)
for the three years ended March 31, 2009
40. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)Changes as a result of the annual improvements project
A number of standards were amended as a result of the annual improvements project of the IASB in May 2008 effective for annual periods
beginning on or after January 1, 2009, with the exception of IFRS5 which is effective for annual periods beginning on or after July 1,
2009. These standards were as follows:
IFRS5 Non-Current Assets Held for Sale and Discontinued Operations
IAS1 Presentation of Financial Statements
IAS16 Property, Plant and Equipment
IAS19 Employee Benefits
IAS20 Accounting for Government Grants and Disclosure of Government Assistance
IAS23 Borrowing Costs
IAS27 Consolidated and Separate Financial Statements
IAS28 Investments in Associates
IAS29 Financial Reporting in Hyperinflationary Economies
IAS31 Interests in Joint Ventures
IAS36 Impairment of Assets
IAS38 Intangible Assets
IAS39 Financial Instruments: Recognition and Measurement
IAS40 Investment Property
IAS41 Agriculture.
The Company will adopt the changes to these standards during the 2010 financial year with the exception of IFRS5, which will be adopted
during the 2011 financial year. The Company is currently evaluating the effects of the amendments.
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Telkom Annual Report 2009 337
Number of
shareholders % Holdings %
Range of shareholders
1 – 100 shares 68,789 71.69 2,392,802 0.46
101 – 1 000 shares 24,353 25.38 6,839,429 1.31
1 001 – 10 000 shares 2,031 2.12 5,683,371 1.09
10 001 – 50 000 shares 380 0.40 9,281,138 1.78
50 001 – 100 000 shares 157 0.16 11,252,414 2.16
100 001 – 1 000 000 shares 217 0.23 59,384,767 11.40
1 000 001 and more shares 33 0.03 425,949,977 81.80
95,960 100.00 520,783,898 100.00
Type of shareholder
Banks 147 0.15 56,436,518 10.84
Close corporations 163 0.17 236,071 0.05
Empowerment 1 0.00 37,506,809 7.20
Endowment funds 232 0.24 734,227 0.14
Individuals 91,625 95.48 11,570,245 2.22
Insurance companies 78 0.08 26,072,715 5.01
Investment companies 67 0.07 13,538,084 2.60
Medical aid schemes 20 0.02 437,317 0.08
Mutual funds 422 0.44 40,790,503 7.83
Nominees and trusts 2,438 2.54 2,869,011 0.55
Other corporations (including the Government of the
Republic of South Africa) 126 0.13 207,218,515 39.79
Own holdings 2 0.00 19,790,236 3.80
Retirement funds 350 0.36 101,615,937 19.51
Private companies 263 0.27 1,583,493 0.30
Public companies 25 0.03 375,871 0.07
Share trusts 1 0.00 8,346 0.00
95,960 100.00 520,783,898 100.00
Geographical holdings by owner
South Africa 95,522 99.54 447,187,584 85.87
United States 128 0.13 51,178,233 9.83
United Kingdom 99 0.10 15,573,222 2.99
Europe 65 0.07 5,506,841 1.06
Other 146 0.15 1,338,018 0.26
95,960 100.00 520,783,898 100.00
Beneficial shareholders of more than 2%
The government of the Republic of South Africa 207,038,058 39.76
Black Ginger 33 (Proprietary) Limited 46,604,996 8.95
Public Investment Corporation 34,773,817 6.67
Elephant Consortium NewShelf 772 (Proprietary) Limited 37,506,809 7.20
Liberty Group 18,151,712 3.49
Rossal No 65 (Proprietary) Limited Equities 11,646,680 2.24
355,722,072 68.31
Shareholder analysisat March 31, 2009
Telkom fins (company) NEW 8/12/09 6:58 PM Page 337
Holdings %
Public and non-public shareholders
Non-public shareholders 260,388,774 50.78
The Government of the Republic of South Africa 207,038,058 39.76
Empowerment 37,506,809 7.20
Government buffer account 9,461 0.00
Diabo share trust 8,346 0.00
Telkom Treasury Stock 19,790,236 3.80
Executive and non-executive directors* 83,544 0.02
Subsidiaries directors* 24,098 0.00
Public shareholders
Institutional and retail investors 256,323,346 49.22
520,783,898 100.00
* Director holdings consists of direct and indirect holdings.
The information above is based on registered shareholders, except where only beneficial shareholders’ information was available.
Shareholder analysis continued
at March 31, 2009
Telkom Annual Report 2009338
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Telkom Annual Report 2009 339
3GThe generic term, 3G, is used to denote the next generation of mobile
systems designed to support high-speed data transmission (144 Kbps
and higher) and Internet Protocol (IP)-based services in fixed, portable
and mobile environments. As envisaged by the ITU, the 3G system will
integrate different service coverage zones and be a global platform
and the necessary infrastructure for the distribution of converged
service, whether mobile or fixed, voice or data, telecommunications,
content or computing.
ADSL (ASYMMETRICAL DIGITAL SUBSCRIBER LINE)ADSL is a broadband access standard which uses existing copper lines
to offer high-speed digital connections over the local loop. ADSL
transmits data asymmetrically, meaning that the bandwidth usage is
much higher in one direction than the other. ADSL provides greater
bandwidth from the exchange to the customer (ie. downloading) than
from the customer to the exchange (ie. sending).
ARPUVodacom’s average monthly revenue per customer, or ARPU, is
calculated by dividing the average monthly revenue during the period
by the average monthly total reported customer base during the period.
ARPU excludes revenue from equipment sales, other sales and services
and revenue from national and international users roaming on
Vodacom’s networks.
ATM (ASYNCHRONOUS TRANSFER MODE)ATM is a high-speed Wide Area Network (WAN), connection-
oriented, packet-switching data communications protocol that allows
voice, data and video to be delivered across existing local and Wide
Area Networks. ATM divides data into cells and can handle data
traffic in bursts. It is asynchronous, in that the stream of cells from one
particular user is not necessarily continuous.
BANDWIDTHBandwidth is a measure of the quantity of signals that can travel over
a transmission medium such as copper or a glass fibre strand. It is the
available space available to carry a signal. The greater the
bandwidth, the greater the information carrying capacity. Bandwidth is
measured in bits per second.
BROADBANDBroadband is a method of measuring the capacity of different types of
transmission. Digital bandwidth is measured in the rate of bits
transmitted per second (bps). For example, an individual ISDN channel
has a bandwidth of 64 Kbps, meaning that it transmits 64,000 bits
(digital signals) every second.
CAGRCompound Annual Growth Rate.
CARRIER PRE-SELECTIONCarrier pre-selection is usually initiated by the telecoms Regulator.
It enables individuals to choose which telecom will carry their traffic
(mainly long distance) by a signalling contract rather than having to
dial extra digits.
CDMA (CODE DIVISION MULTIPLE ACCESS)CDMA is one of many technologies for digital transmission of radio
signals between, for example, mobile telephones and radio base
stations. In CDMA, which is a spread-spectrum modulation technology,
each call is assigned a unique “pseudorandom” sequence of
frequency shifts that serve as a code to distinguish it. The mobile phone
is then instructed to decipher only a particular code to pluck, as it were,
the right conversation off the air.
CIRCUITA circuit is a connection or line between two points. This connection
can be made through various media, including copper, coaxial cable,
fibre or microwave. A telephone exchange is a circuit switch.
DECT (DIGITAL ENHANCED CORDLESSTELECOMMUNICATIONS)DECT is the standard for cordless telephones. DECT phones
communicate using the PSTN (public switched telephone network)
through a small base station in the home or office and have a working
radius of between 50 and 300 metres.
EBITDAEBITDA represents profit for the year before taxation, finance charges,
investment income and depreciation, amortisation, impairment and
write-offs.
EDGE (ENHANCED DATA FOR GSM EVOLUTION)EDGE is a technology designed to enhance GSM and TDMA systems
with respect to data rates and is widely considered to be the GSM
evolution beyond GPRS. It enhances the data capabilities of GSM and
TDMA systems by altering the RF modulation scheme to allow greater
data rates per time slot. Because it uses a different modulation
technique across the air-interface, EDGE requires different mobile
terminals/ handsets than those designed for the GSM air-interface.
EFFECTIVE TAX RATEThe effective tax rate is the tax charge in the income statement divided
by pre-tax profit.
ETHERNETEthernet is a protocol that defines how data is transmitted to and
received from LANs. It is the most prevalent LAN protocol, with speeds
of up to 10 Mbps.
Definitions
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EVDO (EVOLUTION-DATA OPTIMISED OR EVOLUTION-DATA ONLY)EVDO is a telecommunications standard for the wireless transmission of
data through radio signals, typically for broadband Internet access.
It uses multiplexing techniques including code division multiple access
(CDMA) as well as time division multiple access (TDMA) to maximise
both individual user’s throughput and the overall system throughput.
FIBRE OPTICSFibre optics is where messages or signals are sent via light rather than
electrical signals down a very thin strand of glass. Light transmission
enables much higher data rates than conventional wire, coaxial cable
and many forms of radio. Signals travel at the speed of light and do
not generate nor are subject to interference.
FIBRE RINGSFibre rings have come to be used in many fibre networks as it provides
more network resiliency: if there is a failure along a route and a ring is
broken, the direction of the traffic can be reversed and the traffic will
still reach its final destination.
FIXED ACCESS LINESFixed access lines are comprised of public switched
telecommunications network lines, or PSTN lines, including integrated
services digital network channels, or ISDN channels, and public and
private payphones, but excluding internal lines in service.
FIXED ACCESS LINES PER EMPLOYEETo calculate the number of access lines per employee the total number
of access lines is divided by the number of employees at the end of the
period.
FIXED-LINE PENETRATIONFixed-line penetration or teledensity is based on the total number of
telephone lines in service at the end of the period per 100 persons in
the population of South Africa. Population is the estimated South
African population at the mid-year in the periods indicated as
published by Statistics South Africa, a South African Government
department.
FIXED-LINE TRAFFICFixed-line traffic, other than international outgoing mobile traffic,international interconnection traffic and international Voice over InternetProtocol traffic, is calculated by dividing traffic operating revenue forthe particular category by the weighted average tariff for suchcategory during the relevant period. Fixed-line international outgoingmobile traffic and international interconnection traffic are based on thetraffic registered through the respective exchanges and reflected ininternational interconnection invoices. International Voice over InternetProtocol traffic is based on the traffic reflected in invoices.
FRAME RELAYFrame relay is a widely implemented telecommunications service
designed for cost-efficient data transmission for data traffic between
local area networks and between end-points in a wide area network.
The network effectively provides a permanent circuit, which means that
the customer sees a continuous, dedicated connection, but does not
pay for a full-time leased line.
GPRS (GENERAL PACKET RADIO SERVICE)GPRS is a packet rather than a circuit-based technology. GPRS allows
for faster data transmission speed to both GSM and TDMA (IS-136)
networks. GPRS is a packet-switched technology that overlays the
circuit-switched GSM network. The service can be introduced to
cellular networks by infrastructure.
GSM (GLOBAL SYSTEM FOR MOBILE)GSM is a second generation digital mobile cellular technology using
a combination of frequency division multiple access (FDMA) and time
division multiple access (TDMA). GSM operates in several frequency
bands: 400 MHz, 900 MHz and 1800 MHz. On the TDMA side,
there are eight timeslots or channels carrying calls, which operate on
the same frequency. Unlike other cellular systems, GSM provides a
high degree of security by using subscriber identity module (SIM) cards
and GSM encryption.
HSDPAHigh Speed Downlink Packet Access.
IASInternational Accounting Standards.
IFRSInternational Financial Reporting Standards.
INTERCONNECTIONInterconnection refers to the joining of two or more networks. Networks
need to interconnect to enable traffic to be transmitted to and from
destinations. The amounts paid and received by the operators vary
according to distance, time, the direction of traffic, and the type of
networks involved.
INTEREST COVERInterest cover is calculated by dividing EBIT by the net interest charge
in the income statement. It is a measure of income gearing.
ISDN (INTEGRATED SERVICES DIGITAL NETWORK)ISDN is a data communications standard used to transmit digital
signals over ordinary copper telephone cables. This is one technology
for overcoming the “last mile” of copper cables from the local
exchange to the subscribers premises, which has proved a bottleneck
for Internet access, for example. ISDN allows to carry voice and data
simultaneously, in each of at least two channels capable of carrying
64 Kbps. It provides up to 128 Kbps and a total capacity of 144
Kbps exist.
ITU (INTERNATIONAL TELECOMMUNICATIONS UNION)ITU is the global technical standard-setting body for
telecommunications services.
Definitions continued
Telkom Annual Report 2009340
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Telkom Annual Report 2009 341
LAN (LOCAL AREA NETWORK)A LAN is a group of devices that communicate with each other within
a limited geographic area, such as an office.
LEASED LINEA leased line is a telecommunications transmission circuit that is
reserved by a communications provider for the private use of a
customer.
LIBORLondon Interbank Offer Rate.
LOCAL LOOPThe local loop is the final connection between the exchange and the
home or office. It is also known as the last mile.
MICROWAVEMicrowave is radio transmission using very short wavelengths.
MMS (MULTIMEDIA MESSAGING SERVICES)MMS is a service developed jointly together with 3GPP, allows users
to combine sounds with images and text when sending messages,
much like the text-only SMS.
MOBILE CHURNVodacom’s churn is calculated by dividing the average monthly number
of disconnections during the period by the average monthly total
reported customer base during the period.
MOBILE PENETRATIONVodacom calculates penetration, or teledensity, based on the total
number of customers at the end of the period per 100 persons in the
population of South Africa. Population is the estimated South African
population at the mid-year in the periods indicated as published by
Statistics South Africa, a South African Governmental department.
MOBILE TRAFFICVodacom’s traffic comprises total traffic registered on Vodacom’s
network, including bundled minutes, outgoing international roaming
calls and calls to free services, but excluding national and incoming
international roaming calls.
MOU (MOBILE MINUTES OF USE)Vodacom’s average monthly minutes of use per customer, or average
MOU, is calculated by dividing the average monthly minutes during
the period by the average monthly total reported customer base during
the period. MOU excludes calls to free services, bundled minutes and
data minutes.
NET DEBTNet debt is all interest-bearing debt finance (long-term and short-term)
less cash and marketable securities.
NET DEBT TO TOTAL EQUITYNet debt to total equity is a measure of book leverage (gearing): net
debt in the balance sheet divided by total equity (the sum of
shareholders’ funds plus minority interests).
NGN (NEXT GENERATION NETWORK)A Next Generation Network is a packet-based network able to
provide services including telecommunication services and able to
make use of multiple broadband, QoS-enabled transport technologies.
It offers unrestricted access by users to different service providers.
OPERATING FREE CASH FLOWOperating free cash flow is defined as cash flow from operating
activities, after interest and taxation, before dividends paid, less cash
flow from investing activities.
PACKET SWITCHINGPacket switching is designed specifically for data traffic, as it cuts the
information up into small packets, which are each sent across the
network separately and are then reassembled at the final destination.
This allows more users to share a given amount of bandwidth. X.25,
ATM and frame relay are all packet switching techniques.
POP (POINT OF PRESENCE)A POP is a service provider’s location for connecting to users.
Generally, POPs refer to the location where people can dial into the
provider’s computer. Most providers have several POPs to allow low-
cost local access via telephone lines.
PSTN (PUBLIC SWITCHED TELEPHONE NETWORK)The PSTN is a collection of interconnected voice telephone networks,
either for a given country or the whole world. It is the sum of the parts.
It was originally entirely analog, but now increasingly digital (indeedin many developed countries digitisation has reached 100%), thesenetworks can be either state-owned or commercially owned. PSTN isdistinct from closed private networks (although these may interconnectto the PSTN) and from public data networks (PDN).
REVENUE PER FIXED ACCESS LINERevenue per fixed access line is calculated by dividing total fixed-line
revenue during the period, excluding data and directories and other
revenue, by the average number of fixed access lines during the
period.
RICARegulation of Interception of Communication and Provision of
Communication- related Information Act.
ROA (RETURN ON ASSETS)Return on Assets is calculated by dividing net profit (annualised) by total
assets.
Definitions continued
Telkom fins (company) NEW 8/12/09 6:58 PM Page 341
Telkom Annual Report 2009342
ROE (RETURN ON EQUITY)Return on Equity is calculated by dividing net income by the average
of the shareholders’ funds.
SDH (SYNCHRONOUS DIGITAL HIERARCHY)SDH is used in most modern systems, where multimedia can be
transmitted at high speeds. The networks are shaped in a ring, so that
if there is a problem, the traffic can be redirected in the other direction
and the caller will not detect the interruption.
SMS (SHORT MESSAGE SERVICE)SMS refers to short, usually text-based messages sent by or to a
wireless subscriber. They are not delivered to the recipient instantly and
have some degree of transmission time delay. SMS messages are
usually limited to total character lengths of 140 to 160 characters.
SWITCHA switch is a computer that acts as a conduit and director of traffic. It
is a means of sharing resources as a network.
TOTAL INTEREST-BEARING DEBTTotal interest-bearing debt is defined as short- and long-term interest-
bearing debt, including credit facilities, finance leases and other
financial liabilities.
UMTS (UNIVERSAL MOBILE TELECOMMUNICATIONSSYSTEM)UMTS is the Western European name for the 3G WCDMA standard
adopted as an evolutionary path by the GSM world. However, it
utilises the radio spectrum in a fundamentally different manner than
GSM. UMTS is based on DCMA technology and the GSM standard
is based on TDMA technology.
VOIP (VOICE OVER INTERNET PROTOCOL)Voice over Internet Protocol is a protocol enabling voice calls to be
made over the Internet. Rather than a dedicated circuit being set up
between the caller and receiver, as with ordinary phone calls, the
voice conversation is digitised and transmitted over Internet Protocol
using packet-switched data networks.
WAN (WIDE AREA NETWORK)A WAN comprises LANs in different geographic locations that are
connected, often over the public network.
WAP (WIRELESS APPLICATION PROTOCOL)WAP is an application environment designed to bridge the gap
between the mobile and Internet worlds. It is a set of communication
protocols for wireless devices designed to provide vendor-neutral and
technology- neutral access to the Internet and advanced
telecommunications services.
W-CDMA (WIDEBAND CODE DIVISION MULTIPLE ACCESS)W-CDMA is a 3G mobile network that supports services like high-
speed Internet access, video and high quality voice transmission.
WIMAXWiMAX is a standard for extending broadband wireless access to new
locations and over longer distances. The technology is expected to
enable multimedia applications with wireless connectivity and typically
with a range of up to 30 km. It is a standard for fixed wireless access
with substantially higher bandwidth capabilities than cellular networks.
The emergence of further enhancements to the standard will enable
nomadic data communications across an entire metropolitan area
network linking homes and businesses to the core telecommunications
network. WiMAX can be viewed as a technology complementing
existing ADSL broadband offerings.
Definitions continued
Telkom fins (company) NEW 8/12/09 6:58 PM Page 342
Telkom Annual Report 2009 343
Many of the statements included in this annual report, as well as oral
statements that may be made by us or by officers, directors or
employees acting on behalf of us, constitute or are based on forward
looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995, specifically Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, including, among others, statements
regarding our mobile and other strategies, future financial position and
plans, objectives, capital expenditures, projected costs and
anticipated cost savings and financing plans, as well as projected
levels of growth in the communications market, are forward looking
statements. Forward looking statements can generally be identified by
the use of terminology such as “may”, “will”, “should”, “expect”,
“envisage”, “intend”, “plan”, “project”, “estimate”, “anticipate”,
“believe”, “hope”, “can”, “is designed to” or similar phrases, although
the absence of such words does not necessarily mean that a statement
is not forward looking.
These forward looking statements involve a number of known and
unknown risks, uncertainties and other factors that could cause our
actual results and outcomes to be materially different from historical
results or from any future results expressed or implied by such forward
looking statements. Among the factors that could cause our actual
results or outcomes to differ materially from our expectations are those
risks identified in the Sustainability report – Enterprise Risk Management
– Risk factors, including, but not limited to, the effect of global
economic and financial conditions on us, any changes to our mobile
strategy and our inability to successfully implement such strategy and
organisational changes thereto, our ability to turn around Multi-Links’s
financial performance; increased competition in the South African
communications and data communications markets; our ability to
implement our strategy of transforming from basic voice and data
connectivity to fully converged solutions, developments in the regulatory
environment; continued mobile growth and reductions in Telkom’s net
interconnect margins; Telkom’s ability to expand its operations and
make investments and acquisitions in other African countries and the
general economic, political, social and legal conditions in South Africa
and in other countries where Telkom invests; our ability to improve and
maintain our management information and other systems; our ability to
attract and retain key personnel and partners; our ability to replace
revenue, profits and cash flows previously received from Vodacom with
revenue, profits and cash flows from our existing and new businesses;
our negative working capital; changes in technology and delays in the
implementation of new technologies; our ability to reduce theft,
vandalism, network and payphone fraud and lost revenue to non-
licensed operators; the amount of damages Telkom is ultimately
required to pay to Telcordia Technologies Incorporated; the outcome of
regulatory, legal and arbitration proceedings, including tariff
approvals, and the outcome of Telkom’s hearings before the
Competition Commission and others; any requirements that we
unbundle the local loop, our ability to negotiate favourable terms, rates
and conditions for the provision of interconnection services and
facilities leasing services or if ICASA finds that we have significant
market power or otherwise imposes unfavourable terms and conditions
on us; our ability to implement and recover the substantial capital and
operational costs associated with carrier preselection, number
portability and the monitoring, interception and customer registration
requirements contained in the South African Regulation of Interception
of Communications and Provisions of Communication-Related
Information Act and the impact of these requirements on our business;
Telkom’s ability to comply with the South African Public Finance
Management Act and South African Public Audit Act and the impact of
the Municipal Property Rates Act; fluctuations in the value of the Rand
and inflation rates; the impact of unemployment, poverty, crime, HIV
infection, labour laws and labour relations, exchange control
restrictions and power outages in South Africa; and other matters not
yet known to us or not currently considered material by us.
We caution you not to place undue reliance on these forward looking
statements. All written and oral forward looking statements attributable
to us, or persons acting on our behalf, are qualified in their entirety by
these cautionary statements. Moreover, unless we are required by law
to update these statements, we will not necessarily update any of these
statements after the date of this annual report, either to conform them
to actual results or to changes in our expectations.
Special note regarding forward-looking statements
Telkom fins (company) NEW 8/12/09 6:58 PM Page 343
Telkom SA Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/005476/06
(JSE and NYSE share code: TKG)
ISIN: ZAE000044897)
(Telkom or the Company)
Notice is hereby given that the seventeenth annual general meeting of members will be held on Wednesday 16 September 2009 in The Bill
Gallagher Room, Sandton Convention Centre, Maude Street, Sandton, South Africa at 10:00 to conduct the following business:
1. To receive and consider the annual financial statements for the year ended 31 March 2009.
2. To elect Mr DD Barber as a director who in terms of the articles of association retires by rotation. Being eligible, Mr Barber is available for
re-election. His profile may be found on page 29 of the annual report.
3. To re-appoint Ernst & Young Inc as auditors of the Company, to hold office until the conclusion of the next annual general meeting of the
Company and to note that the individual registered auditor who will undertake the audit during the financial year ending 31 March 2010
is Mr R Hillen.
SPECIAL BUSINESSTo consider and if deemed fit, pass the following special resolutions:
Special resolution number 1
It is resolved that the Company’s articles of association be and are hereby amended as follows –
1. In article 1.1.1.58 in line 4 the words “and the Company’s subsidiaries expressly include Vodacom and its subsidiaries” are deleted
2. Article 1.1.1.66 is deleted.
Reason for and effect of special resolution number 1:
The reason for and effect of special resolution number 1 is to clean up the Articles by deleting all references in the Articles that are no longer
applicable, namely references to Vodacom, as Vodacom is no longer an associate company of the Company.
Special resolution number 2
RESOLVED THAT the directors of the Company be and are hereby authorised to approve the purchase by the Company, or by any of its
subsidiaries, of the Company’s ordinary shares subject to the provisions of the Companies Act, 1973, as amended, and the Listings Requirements
of JSE Limited (JSE) provided that:
a) the general authority granted to the directors shall be valid only until the Company’s next annual general meeting and shall not extend beyond
15 (fifteen) months from the date of this resolution;
b) any general purchase by the Company and/or any of its subsidiaries of the Company’s ordinary shares in issue shall not in aggregate in
any one financial year exceed 20% (twenty percent) of the Company’s issued ordinary share capital at the time that the authority is granted;
c) no acquisition may be made at a price more than 10% (ten percent) above the weighted average of the market value of the ordinary share
for the 5 (five) business days immediately preceding the date of such acquisition;
d) the repurchase of the ordinary shares are effected through the order book operated by the JSE trading system and done without any prior
understanding or arrangement between the Company and the counter party (reported trades are prohibited);
e) the Company may only appoint one agent at any point in time to effect any repurchase(s) on the Company’s behalf;
f) the Company or its subsidiary may not repurchase ordinary shares during a prohibited period;
g) the general authority may be varied or revoked by special resolution of the members prior to the next annual general meeting of the Company;
and
Notice of annual general meeting
Telkom Annual Report 2009344
Telkom fins (company) NEW 8/12/09 6:58 PM Page 344
Telkom Annual Report 2009 345
h) should the Company or any subsidiary cumulatively repurchase, redeem or cancel 3% (three percent) of the initial number of the Company’s
ordinary shares in terms of this general authority and for each 3% (three percent) in aggregate of the initial number of that class acquired
thereafter in terms of this general authority, and announcement shall be made in terms of the Listings Requirements of the JSE.”
Having considered the effect on the Company of the maximum repurchase under this general authority, the directors are of the opinion that:
• the Company and the Group will be able in the ordinary course of business to pay its debts for a period of 12 (twelve) months after the date
of this notice of annual general meeting;
• the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 (twelve) months
after the date of this notice of annual general meeting which assets and liabilities have been valued in accordance with the accounting
policies used in the audited financial statements of the Group for the year ended March 31, 2009;
• the share capital and reserves of the Company and the Group will be adequate for the ordinary business purposes for a period of 12 (twelve)
months after the date of this notice of annual general meeting; and
• the working capital of the Company and Group are considered adequate for ordinary business purposes for a period of 12 (twelve) months
after the date of this notice of annual general meeting.
The Board will ensure that the Company’s sponsor provides the JSE with the necessary report on the adequacy of the working capital of the
Company and its subsidiaries in terms of the JSE Listings Requirements prior to the commencement of any share repurchase in terms of this special
resolution.
Reasons for and effect of special resolution number 2:
The reason for this special resolution is to grant the Company’s directors a renewable general authority or permit a subsidiary Company to acquire
ordinary shares of the Company. The effect of this special resolution is to confer a general authority on the directors of the Company to repurchase
ordinary shares of the Company which are in issue from time to time.
The Board has considered the impact of a repurchase of up to 20% (twenty percent) of the Company’s shares, being the maximum permissible
under a general authority in terms of the JSE Listings Requirements. Should the opportunity arise and should the directors deem it in all respects to
be advantageous to the Company to repurchase such shares, it is deemed appropriate that the directors be authorised to repurchase the
Company’s shares.
Additional disclosures required in terms of the JSE Listings Requirements
Directors and management – refer to pages 28 to 32 of the annual report.
Major shareholders – refer to page 3 of the annual report.
Directors’ interests in securities – refer to page 229 of the annual report.
Share capital of the Company – refer to page 196 of the annual report.
Directors’ responsibility statement
The directors, whose names appear on pages 28 and 29 of the annual report collectively and individually accept full responsibility for the accuracy
of the information pertaining to this special resolution and certify to the best of their knowledge and belief there are no facts that have been omitted
which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this special
resolution contains all information required by the Listings Requirements of the JSE.
Litigation statement
The directors, whose names appear on pages 28 and 29 of the annual report , are not aware of any legal or arbitration proceedings, including
proceedings that are pending or threatened other than what has been disclosed on page 223, that may have or have had in the previous twelve
months a material effect on the Group’s financial position.
Material change
Other than the facts and developments reported on in the annual report which was posted to shareholders [with this notice/or similar wording],
there have been no material changes in the affairs or financial position of the Company and its subsidiaries since the date of signature of the
annual financial statements and the date of this notice.
Telkom fins (company) NEW 8/12/09 6:58 PM Page 345
VOTING AND PROXIESOrdinary shareholders are entitled to attend, speak and vote at the annual general meeting.
Ordinary shareholders may appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder of the Company.
Shareholders holding dematerialised shares, but not in their own name, must furnish their Central Securities Depositary Participant (CSDP) or broker
with their instructions for voting at the annual general meeting. If your CSDP or broker, as the case may be, does not obtain instructions from you,
it will be obliged to act in terms of your mandate furnished to it, or if the mandate is silent in this regard, complete the relevant form of proxy
attached.
Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut off time stipulated therein,
that you wish to attend the annual general meeting or send a proxy to represent you at this annual general meeting, your CSDP or broker will
assume that you do not wish to attend the annual general meeting or send a proxy.
If you wish to attend the annual general meeting or send a proxy, you must request your CSDP or broker to issue the necessary letter of authority
to you. Shareholders holding dematerialised shares in their own name, or holding shares that are not dematerialised, and who are unable to
attend the annual general meeting and wish to be represented thereat, must complete the relevant form of proxy attached in accordance with the
instructions therein and lodge it with or mail it to the transfer secretaries.
Forms of proxy should be forwarded to reach the transfer secretaries, Computershare Investor Services (Pty) Ltd by no later than 10:00 on Tuesday
15 September 2009.
The completion of a form of proxy will not preclude a shareholder from attending the annual general meeting.
By order of the Board
Per: ML Lephadi
Group Secretary
10 July 2009
Telkom Annual Report 2009346
Notice of annual general meeting continued
Telkom fins (company) NEW 8/12/09 6:58 PM Page 346
Telkom Annual Report 2009
Telkom SA Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/005476/06
(JSE and NYSE share code: TKG)
ISIN: ZAE000044897)
(Telkom or the Company)
(For completion by certificated shareholders and own-name dematerialised shareholders . Members entitled to attend and vote at the annual
general meeting may appoint one or more proxies to attend ,vote and speak at the annual general meeting in his stead.Such proxy/ies
need not be a member/s of Telkom.)
For use at the seventeenth annual general meeting of shareholders of Telkom to be held on Wednesday 16 September 2009 in The Bill Gallagher
Room, Sandton Convention Centre, Maude Street, Sandton, South Africa, South Africa at 10:00
I/We (name in BLOCK LETTERS)
Of (address in BLOCK LETTERS)
Being a member/members of the Company holding ordinary shares in the Company,
do hereby appoint:
of
or failing him/her
of
or
of
or failing him/her, the Chairman of the annual general meeting as my/our proxy to represent me/us at the annual general meeting to be held on
Wednesday 16 September 2009 at 10:00 or at any adjournment thereof, as follows:
For Against Abstain
1. To receive and adopt the annual financial statements for the year
ended 31 March 2009
2. To re-elect Mr DD Barber as a director in terms of the company’s articles of association
3. To re-appoint Ernst & Young Inc as auditors of the company, to hold office until the
conclusion of the next annual general meeting
4. Special resolution number 1
5. Special resolution number 2
and generally to act as my/our proxy at the said annual general meeting.
(Indicate with an “x” or the relevant number of shares, in the applicable space, how you wish your votes to be cast.)
Unless otherwise directed the proxy will vote as he/she thinks fit.
Signed at this day of 2009
Signature of member assisted by (where applicable)
Please read the notes on the reverse side hereof.
Form of proxy
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Telkom Annual Report 2009
1. A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend, vote and speak in his/her
stead at the annual general meeting. A proxy need not be a member of the Company.
2. A shareholder may insert the name of a proxy or the names of two alternative proxies of his/her choice in the space(s) provided, with or
without deleting “the Chairman of the annual general meeting”, but any such deletion or insertion must be initialled by the shareholder. Any
insertion or deletion not complying with the aforegoing will be declared not to have been validly effected. The person whose name stands
first on this form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose
names follow. In the event that no names are
3. A shareholder’s instructions to the proxy must be indicated by the insertion of an “X” or the relevant number of votes exercisable by that
shareholder in the appropriate box provided. An “X” in the appropriate box indicates the maximum number of votes exercisable by that
shareholder. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the annual general
meeting as he/she deems fit in respect of all the shareholder’s votes exercisable thereat. A shareholder or his/her proxy is not obliged to use
all the votes exercisable by the shareholder or by his/her proxy, but the total of the votes cast and in respect of which abstention is recorded,
may not exceed the maximum number of votes exercisable by the shareholder or by his/her proxy
4. To be effective, completed forms of proxy must be lodged with the company’s South African transfer secretaries, Computershare Investor
Services (Proprietary) Limited, no less than 24 hours before the time appointed for the holding of the annual general meeting, excluding
Saturdays, Sundays and public holidays. As the annual general meeting is to be held at 10:00 on Wednesday, 16 September 2009 forms
of proxy must be lodged no later than 10:00 on Tuesday, 15 September 2009.
5. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the annual general meeting and
speaking and voting in person thereat instead of any proxy appointed in terms hereof.
6. The Chairman of the annual general meeting may reject or accept any form of proxy which is not completed and/or received other than in
compliance with these notes.
7. Any alteration to this form, of proxy other than a deletion of alternatives, must be initialled by the signatory.
8. Documentary evidence establishing the authority of the person signing this form of proxy in a representative or other legal capacity must be
attached to this form of proxy unless previously recorded by the Company or the transfer secretaries or waived by the Chairman of the annual
general meeting.
9. Where there are joint holders of shares:
• any one holder may sign this form of proxy; and
• the vote of the senior shareholder (for that purpose, seniority will be determined by the order in which the names of the shareholders appear
in the Company’s register) who tenders a vote (whether in person or by proxy) will
10. This form of proxy is not for completion by those shareholders who have dematerialised their shares (other than those whose shareholding is
recorded in their own name in the sub-register maintained by their Central Securities Depository Participant (CSDP). Such shareholders should
provide their CSDP, broker or nominee with their voting instructions.
South African transfer secretaries
Computershare Investor Services (Proprietary) Limited
Ground Floor, 70 Marshall Street
Johannesburg, South Africa, 2001
(PO Box 61051, Marshalltown, 2107)
Notes
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