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Notes to the condensed consolidated financial statements

1. Corporate information
  Kumba is a limited liability company incorporated and domiciled in South Africa. The main business of Kumba, its subsidiaries, joint ventures and associates is the exploration, extraction, beneficiation and marketing, sale and shipping of iron ore. The group is listed on the JSE Limited.

The condensed consolidated financial report of Kumba and its subsidiaries for the year ended 31 December 2009 was authorised for issue in accordance with a resolution of the directors on 17 February 2010.

   
2. Basis of preparation and accounting policies
  The condensed consolidated financial report for the year ended 31 December 2009 has been prepared in compliance with the South African Companies Act No 61 of 1973, as amended, the Listings Requirements of the JSE Limited and International Accounting Standard 34, Interim Financial Reporting. The condensed consolidated financial report has been prepared in accordance with International Financial Reporting Standards (IFRS).

The condensed consolidated financial report has been prepared in accordance with the historical cost convention except for certain financial instruments, share-based payments and biological assets which are stated at fair value, and is presented in Rand, which is Kumba’s functional and presentation currency.

Except as disclosed below, the accounting policies and methods of computation applied in the preparation of the condensed consolidated financial report are consistent with those applied for the year ended 31 December 2008.

Kumba has elected to change its accounting policy in respect of the treatment of mineral waste stripping expenses in order to provide more reliable and relevant information about the effects of these costs on the entity’s financial position and financial performance for the reporting periods, for the annual period commencing 1 January 2009.

Waste stripping expenses

The removal of overburden or waste ore is required to obtain access to the ore body. To the extent that the actual stripping ratio is higher than the average stripping ratio in the early years of a mine’s production phase, the costs associated with this process are deferred and charged to operating costs using the expected average stripping ratio over the average life of the area being mined. This reflects the fact that waste removal is necessary to gain access to the ore body and therefore realise future economic benefit. The average life of mine stripping ratio is calculated as the number of tonnes of waste material expected to be removed during the life of mine, per tonne of ore mined. The average life of mine cost per tonne is calculated as the total expected costs to be incurred to mine the ore body divided by the number of tonnes expected to be mined.

The cost of stripping in any period will therefore be reflective of the average stripping rates for the ore body as a whole. However, where the pit profile is such that the actual stripping ratio is below the average life of mine stripping ratio in the early years no deferral takes place as this would result in recognition of a liability for which there is no obligation. Instead this position is monitored and when the cumulative calculation reflects a debit balance deferral commences.

During the development of a mine, before production commences, stripping expenses are capitalised as part of the investment in construction of the mine.

The change in accounting policy had no effect on the financial position or performance of the group due to the fact that Sishen Mine’s pit profile is such that the actual stripping ratio is currently below the average life of mine stripping ratio and therefore no deferral is required.

The group adopted the following amendments to existing standards and a new standard with effect from 1 January 2009.

IAS 1 (revised), Presentation of Financial Statements
The revised standard requires that changes in equity resulting from transactions with owners (holders of instruments classified as equity) be presented separately from non-owner changes in equity (also known as other comprehensive income). In addition, specific disclosures for components of other comprehensive income have been introduced. The adoption had no effect on the financial position or performance of the group.

IFRS 8, Operating segments
IFRS 8 replaces IAS 14, ‘Segment reporting’, and requires a ‘management approach’ under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented, as the previously reported business segment, mining (being mining, extraction and production of iron ore) has been split further into the different mines that the group operates as well as its shipping operations.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Kumba executive committee.

IFRS 7, Financial Instruments: Disclosures (amendment)
The amendment requires enhanced disclosures about the relative reliability of fair value measurements and the nature and extent of liquidity risk arising from financial instruments to which an entity is exposed. For Kumba the amendment results only in additional disclosures.

IFRS 2, Share-based Payment (amendment)
The amendment clarifies that vesting conditions are service conditions and performance conditions only. Kumba has adopted this amendment from 1 January 2009. The amendment does not have a material impact on the group’s financial position or performance.

The South African Institute of Chartered Accountants Circular 3/2009 on Headline Earnings
This circular replaces circular 8/2007 and provides a link to IFRS and accounting policy choices through guidance on the calculation of headline earnings including rules for every IFRS. The adoption of this circular has had no impact on the group.

Annual Improvements Project 2008
As part of its annual improvements project, the International Accounting Standards Board (IASB) issued 35 amendments to various issued accounting standards. These amendments were primarily made to resolve conflicts and remove inconsistencies between standards, clarify the status of application guidance in standards, clarify existing IFRS requirements as well as conform the terminology used in standards with that used in other standards and to that more widely used. Kumba adopted these amendments in 2009, the application of which has not had an effect on the results, nor has it required any restatement of prior period results.

The accounting standards, amendments to issued accounting standards and interpretations, which are relevant to the group, but not yet effective at 31 December 2009, have not been adopted. The group is currently evaluating the impact of these pronouncements.

   
3. Property, plant and equipment
  The group incurred capital expenditure on property, plant and equipment of R4.0 billion for the year ended 31 December 2009 (2008: R2.6 billion) for the expansion of its operations (R2.8 billion), mainly on the development of Kolomela Mine (R2.5 billion), and R1.2 billion (2008: R841 million) to maintain its operations, mainly for the acquisition of mining equipment for Sishen Mine.

A total of R1.3 billion was transferred from assets under construction to machinery, plant and equipment during the year.

   
4. Share capital
  The group acquired 325 707 of its own shares through purchases on the JSE Limited during the year. The total amount paid to acquire the shares was R60 million. The shares have been utilised in the allocation of conditional share awards under the Kumba Bonus Share Plan. The shares are held as treasury shares and the purchase consideration has been deducted from equity.

On 21 August 2009 Kumba issued 953 660 shares to the management share option scheme. Options exercised under the management share option scheme during the year to 31 December 2009 resulted in 2 610 960 shares being issued (2008: 2 207 840 shares) with exercise proceeds of R132 million (2008: R75 million).

   
5. Interest-bearing borrowings
  Kumba’s net debt position at balance sheet dates was as follows:
 
    Audited   Audited  
    31 Dec 2009   31 Dec 2008  
    Rm   Rm  
  Long-term interest-bearing borrowings 3 859   977  
  Short-term interest-bearing borrowings 55   2 881  
  Total 3 914   3 858  
  Cash and cash equivalents (891)   (3 810)  
  Net debt 3 023   48  
  Total equity 8 956   8 506  
  Interest cover (times) 43   33  
           
  Movements in interest-bearing borrowings are analysed as follows:        
 
    Audited   Audited  
    31 Dec 2009   31 Dec 2008  
    Rm   Rm  
  Opening balance as at 1 January 3 858   3 530  
  Debt raised 2 881   3 847  
  Repayment of borrowings (2 825)   (3 519)  
  Closing balance 3 914   3 858  
  During the year Kumba secured a R3.2 billion term loan to refinance the revolving facility that was maturing in November 2009. To date R3.9 billion of the R8.6 billion term debt facilities raised in 2008 have been drawn down to finance Kumba’s expansion. Kumba was not in breach of any of its covenants during the year. The group had undrawn short- and long-term borrowing facilities at 31 December 2009 of R8.1 billion.
   
6. Significant items included in operating profit
  Operating expenses
  Operating expenses is made up as follows:
 
    Audited   Audited  
    31 Dec 2009   31 Dec 2008  
    Rm   Rm  
  Production costs 5 601   4 030  
  Movement in inventories (600)   (289)  
     Finished products (440)   (190)  
     Work-in-progress (160)   (99)  
           
  Cost of goods sold 5 001   3 741  
  Selling and distribution costs 2 838   1 977  
  Cost of services rendered – shipping 2 697   2 085  
  Impairment of property, plant and equipment -   50  
  Sublease rent received (8)   (6)  
  Operating expenditure 10 528   7 847  
           
  Operating profit has been derived after taking into account the following items:        
 
    Audited   Audited  
    31 Dec 2009   31 Dec 2008  
    Rm   Rm  
  Employee expenses 1 672   1 376  
  Share-based payment expenses 142   106  
  Depreciation of property, plant and equipment 530   332  
  Impairment of property, plant and equipment -   50  
  (Profit)/loss on disposal and scrapping of property, plant and equipment (35)   12  
  Finance gains (329)   (1 043)  
    – Gains on derivative financial instruments (736)   (133)  
    – Foreign currency losses/(gains) 407   (910)  
  Operating (expenses)/profit capitalised (181)   370  
    – Revenue -   579  
    – Expenses (181)   (209)  
           
   
7. Acquisition of business
  On 15 July 2009 Sishen Iron Ore Company (Pty) Limited (SIOC) acquired Taurus Investments SA, an Anglo American company incorporated in Luxembourg, for a cash consideration of R115 million (US$14 million). This company was acquired to extend the benefit of the group’s offshore operations by creating a European marketing hub to service the European and Asian markets as well as to establish collaboration with Anglo American plc’s current operations in Luxembourg. Shortly after acquiring Taurus, the company was renamed Kumba International Trading SA.

The effective date of this transaction was 15 July 2009, as this is the date on which SIOC effectively obtained control by acquiring all the issued share capital.

The purchase consideration of US$14 million was allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the effective date. No goodwill was recognised as part of the acquisition.

   
8. Segmental reporting
  The chief operating decision-maker which is responsible for allocating resources and assessing performance of the operating segments, has been defined as the Kumba executive committee. Management has determined the operating segments of the group based on the reports reviewed by the executive committee.

The executive committee considers the business principally according to the nature of the products and services provided, with the segment representing a strategic business unit. The reportable operating segments derive their revenue primarily from mining, extraction, production and selling of iron ore and shipping operations charged to external clients.

Corporate, administration and other expenditure not allocated to the different segments therefore form part of the reconciliation to profit before taxation under the heading ’Other segments’.

The Kumba executive committee assesses the performance of the operating segments based on a measure of earnings before interest and tax (‘EBIT’). This measurement basis is consistent with ’operating profit’ in the financial statements. Interest income and expenditure are not allocated to segments, as this type of activity is managed on a central group basis.

The total segment revenue comprises revenue from external customers as the group does not have any inter-segment revenue. The revenue from external parties reported to the executive committee is measured in a manner consistent with that disclosed in the income statement.

   
 
        Thabazimbi   Shipping      
    Sishen Mine   Mine   operations   Total  
  Year ended 31 December 2009: Rm   Rm   Rm   Rm  
  Revenue (from external customers) 19 473   543   3 392   23 408  
  EBIT 12 677   44   675   13 396  
  Depreciation 484   12     496  
  Total assets 724   240     964  
  Additions to non-current assets* 1 356   3     1 359  
   
 
        Thabazimbi   Shipping      
    Sishen Mine   Mine   operations   Total  
  Year ended 31 December 2009: Rm   Rm   Rm   Rm  
  Revenue (from external customers) 18 308   640   2 412   21 360  
  EBIT 13 705   32   317   14 054  
  Depreciation 295   27     322  
  Total assets 620   80     700  
  Additions to non-current assets* 1 548   40     1 588  
  * Other than financial instruments and deferred tax                
                   
  A reconciliation of EBIT to total profit before taxation is provided as follows:
 
    Audited   Audited  
    31 Dec 2009   31 Dec 2008  
    Rm   Rm  
  Total EBIT for reportable segments 13 396   14 054  
  Other segments (516)   (541)  
  Operating profit 12 880   13 513  
  Net finance costs (127)   (251)  
  Profit before taxation 12 753   13 262  
   
  The amounts disclosed with respect to total assets only represents finished goods inventory. Total assets are measured in a manner that is consistent with what is disclosed in the balance sheet. These assets are allocated based on the operations of the segment and the physical location of the asset. Non-current assets and current assets other that finished product inventory are not allocated to segments and therefore form part of the reconciliation to total assets.
   
  A reconciliation of reportable segments’ assets to total assets is provided as follows:
 
    Audited   Audited  
    31 Dec 2009   31 Dec 2008  
    Rm   Rm  
  Segment assets for reportable segments 964   700  
  Other segments 1 595   1 179  
  Inventory per balance sheet 2 559   1 879  
  Other current assets 3 217   6 619  
  Non-current assets 12 031   8 205  
  Total assets 17 807   16 703  
   
  Revenue from external customers is derived from mining, extraction, beneficiation, selling and shipping of iron ore. The breakdown of the revenue earned from the sale of iron ore and rendering of shipping services is provided as follows:
 
    Audited   Audited  
    31 Dec 2009   31 Dec 2008  
    Rm   Rm  
  Sale of products 20 016   18 948  
  Shipping services 3 392   2 412  
  Total revenue 23 408   21 360  
   
  Kumba is domiciled in South Africa. The result of its revenue from external customers and its non-current assets (other than financial instruments and deferred tax assets) disclosed on a geographical basis, are set out below:
   
  Revenue from external customers.
 
    Audited   Audited  
    31 Dec 2009   31 Dec 2008  
    Rm   Rm  
  Total revenue 23 408   21 360  
  South Africa 1 359   1 341  
  Export 22 049   20 019  
     Europe 2 151   5 218  
     China 16 770   9 203  
     Rest of Asia 3 128   5 598  
           
  Non-current assets:        
 
    Audited   Audited  
    31 Dec 2009   31 Dec 2008  
    Rm   Rm  
  Total non-current assets 11 854   8 156  
     South Africa 11 853   8 155  
     China 1    
     Rest of Africa   1  
           
   
9. Related party transactions
  During the year Kumba, in the ordinary course of business, entered into various sale and purchase transactions with associates and joint ventures. These transactions were subject to terms that are no less favourable than those offered by third parties.

During the year Kumba withdrew the short-term deposit facility that was placed with Anglo American SA Finance
Limited (2008: R2.9 billion).

   
10. Contingent liabilities
  There have been no significant changes in the contingent liabilities disclosed at 31 December 2008 that arise from the guarantees provided for environmental rehabilitation and decommissioning obligations of the Kumba Rehabilitation Trust Fund (subject to note 12). The bank guarantees for property acquisitions have been exercised during 2009.
   
11. Legal proceedings
  ArcelorMittal SA Limited (Mittal)
An award has been rendered in the arbitration between Mittal and Sishen Iron Ore Company (Pty) Ltd (SIOC), a subsidiary of Kumba. The arbitration related to Mittal’s claim to be entitled to participate in the Sishen South Project currently under development by SIOC. On 27 October 2009, the Arbitration Panel issued an award in favour of SIOC and determined that Mittal is not entitled to participate in the Sishen South Project.

Lithos Corporation (Pty) Limited (Lithos)
Lithos is claiming US$421 million from Kumba for damages. Kumba continues to defend the merits of the claim and is of the view and has been so advised, that the basis of the claim and the quantification thereof is fundamentally flawed. A trial date has been provisionally allocated, being 8 March 2010 to 2 April 2010. No liability has been recognised for this litigation.

La Société des Mines de Fer du Sénégal Oriental (Miferso)
Kumba has initiated arbitration proceedings against Miferso and the Republic of Senegal under the Rules of Arbitration of the International Chamber of Commerce. The arbitration hearings took place during the third quarter of 2009. A ruling on the matter is expected during the first half of 2010.
   
12. Post-balance sheet date events
  On 6 January 2010, the SIOC Community Development SPV (Proprietary) Limited redeemed R336 million of the total preference shares of R458 million issued to Kumba Iron Ore Limited on 29 November 2006 as part of the group’s funding of the acquisition of a 3% interest in Sishen Iron Ore Company (Pty) Limited. In preparing the condensed consolidated financial report, for the year ended 31 December 2009, the SIOC Community Development SPV (Proprietary) Limited is considered a special purpose entity and is consolidated for accounting purposes until the funding is fully redeemed.

During January 2010 Sishen Iron Ore Company (Pty) Limited issued financial guarantees to the Department of Mineral Resources (DMR) to the value of R567 million in respect of the environmental rehabilitation and decommissioning obligations of the group.

The directors are not aware of any other matter or circumstance arising since the end of the year and up to the date of this report, not otherwise dealt with in this report.

   
13. Corporate governance
  The group subscribes to the Code of Good Corporate Practices and Conduct as contained in the King II Report on corporate governance and the Board has satisfied itself that Kumba has complied throughout the year under review in all material aspects with the code.
   
14. Independent audit opinion
  The auditors, Deloitte & Touche, have issued their opinion on the consolidated annual financial statements for the year ended 31 December 2009. The audit was conducted in accordance with International Standards on Auditing. They have issued an unqualified audit opinion. A copy of their audit report is available for inspection at the company’s registered office. These condensed consolidated financial statements have been derived from the consolidated annual financial statements and are consistent in all material respects with the consolidated annual financial statements.

On behalf of the Board
 
PL Zim CI Griffith 17 February 2010
Chairman Chief Executive Officer Pretoria