| 1. |
Corporate information |
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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, marketing, sale and shipping of iron
ore. The group has its primary listing on the JSE Limited.
The reviewed condensed consolidated interim financial report of Kumba and its subsidiaries for the six months ended
30 June 2010 was authorised for issue in accordance with a resolution of the directors on 21 July 2010. |
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| 2. |
Basis of preparation and accounting policies |
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The reviewed condensed consolidated interim financial report for the six months ended 30 June 2010 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' and the AC500 standards as issued
by the Accounting Practices Board. The reviewed condensed consolidated interim financial report should be read in
conjunction with the audited consolidated annual financial statements for the year ended 31 December 2009, which have
been prepared in accordance with International Financial Reporting Standards ('IFRS').
The reviewed condensed consolidated interim 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 reviewed
condensed consolidated interim financial report are consistent with those applied for the year ended 31 December 2009.
The group adopted the following amendments to existing standards with effect from 1 January 2010.
IFRS 2, Share-based Payment (amendment)
In addition to incorporating IFRIC 8, 'Scope of IFRS 2', and IFRIC 11, 'IFRS 2 - Group and Treasury Share Transactions' into
the standard, the amendments expand on the guidance in IFRIC 11 to address the classification of group arrangements
that were not covered by that interpretation. The amended standard provides that an entity receiving goods or services in
a share-based payment transaction that is settled by any other entity in the group or any shareholder of such an entity in
cash or other assets is now required to recognise the goods or services received in its financial statements.
The amendment does not affect the classification of share-based payments in the consolidated financial statements, but
has an impact on the classification of share-based payments in the stand-alone accounts of Kumba's subsidiary, Sishen
Iron Ore Company (Pty) Limited, with a consequential impact on the non-controlling interest reported in the consolidated
financial statements.
The amendments to the standard have been applied retrospectively to all employee share incentive schemes outstanding at
the reporting date. The effect on earnings and headline earnings per share is an increase of 1.3 cents and 0.2 cents for the
six months ended 30 June 2010 and 2009 respectively and an increase in headline earnings per share of 5.2 cents for the
year ended 31 December 2009.
The effect on earnings and equity is disclosed in the table below:
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Reviewed |
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Restated |
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Restated |
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6 months |
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6 months |
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12 months |
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30 June |
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30 June |
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31 December |
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Rm |
2010 |
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2009 |
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2009 |
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Decrease in earnings attributable to non-controlling interest for |
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the period |
4 |
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1 |
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17 |
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Increase in earnings attributable to the owners of Kumba for the |
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period |
4 |
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1 |
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17 |
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Cumulative decrease in total non-controlling interest disclosed in |
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equity |
36 |
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7 |
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26 |
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Cumulative increase in equity-settled share-based payment reserve |
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disclosed in equity |
16 |
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7 |
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10 |
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Cumulative increase in retained earnings disclosed in equity |
20 |
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16 |
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Increase in opening non-controlling interest disclosed in equity |
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1 |
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1 |
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Decrease in opening retained earnings disclosed in equity |
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1 |
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1 |
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Annual Improvements Project 2008 and 2009
As part of its annual improvements project, the International Accounting Standards Board ('IASB') issued a single
amendment in 2008 and 15 amendments in 2009 to various issued accounting standards, effective for the reporting period
commencing 1 January 2010. These amendments consist of various necessary, but non-urgent, amendments to issued
accounting standards and interpretations that will not be part of another major project of the IASB. Kumba adopted these
amendments in 2010, the application of which has not had an effect on the reported results, with the exception of the
amendment to IAS 7, 'Statement of Cash Flows'.
IAS 7, Statement of Cash Flows (amendment)
The guidance provided in IAS 7 has been amended to clarify that only expenditure that results in a recognised asset in the
balance sheet can be classified as a cash flow from investing activities. This amendment is effective prospectively for the
reporting period commencing 1 January 2010.
Consequently, to the extent that no corresponding asset(s) has been recognised, the translation effects of cash flows of
foreign operations previously disclosed in the line item 'Other' as part of cash flows from investing activities in the group
cash flow statement, has been reallocated to cash flows from operating activities as well as to the new line item 'Effects
of exchange rates on cash and cash equivalents' included on the face of the group cash flow statement for the six months
ended 30 June 2010.
Early adoption of new standards, amendments and interpretations
The accounting standards, amendments to issued accounting standards and interpretations, which are relevant to the
group, but not yet effective at 30 June 2010, have not been adopted. The group is currently evaluating the impact of these
pronouncements. |
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| 3. |
Property, plant and equipment |
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The group incurred capital expenditure on property, plant and equipment of R1.5 billion for the six months ended
30 June 2010 (2009: R1.5 billion).
R1.2 billion (2009: R1.2 billion) was incurred for the expansion of its operations, mainly on the development of Kolomela
Mine, and R233 million (2009: R348 million) to maintain its operations, mainly for the acquisition of mining equipment for
Sishen Mine. A total of R521 million (2009: R1.3 billion) was transferred from assets under construction to machinery, plant
and equipment during the period as these assets were brought into production. |
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| 4. |
Share capital |
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The group acquired 295 478 (2009: 301 603) of its own shares through purchases on the JSE Limited during the period.
The total amount paid to acquire the shares was R103 million (2009: R53 million). The shares are held as treasury shares
and the purchase consideration has been deducted from equity.
237 451 (2009: 293 359) of these shares have been allocated as conditional share awards under the Kumba Bonus Share
Plan. 43 322 (2009: 'nil' shares) of these shares were utilised to redeem conditional awards and share appreciation rights
that have vested under the Long Term Incentive Plan and Share Appreciation Rights Scheme.
On 19 February 2010 Kumba issued 1 130 300 shares (2009: 'nil' shares) to the Management Share Option Scheme.
Options exercised under the Management Share Option Scheme during the period ended 30 June 2010 resulted in
1 137 680 shares being issued (2009: 1 333 740 shares) with exercise proceeds of R56 million (2009: R65 million). |
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| 5. |
Interest-bearing borrowings |
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Reviewed |
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Restated |
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Restated |
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6 months |
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6 months |
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12 months |
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30 June |
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30 June |
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31 December |
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Rm |
2010 |
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2009 |
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2009 |
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Kumbas net debt position at balance sheet dates |
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was as follows: |
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Long-term interest-bearing borrowings |
3 182 |
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2 678 |
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3 859 |
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Short-term interest-bearing borrowings |
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2 862 |
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55 |
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Total |
3 182 |
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5 540 |
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3 914 |
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Cash and cash equivalents |
(2 264) |
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(5 157) |
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(891) |
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Net debt |
918 |
|
383 |
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3 023 |
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Total equity |
14 193 |
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7 387 |
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8 956 |
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Interest cover (times) |
53 |
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51 |
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43 |
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Movements in interest-bearing borrowings are |
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analysed as follows: |
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Opening balance as at 1 January |
3 914 |
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3 858 |
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3 858 |
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Debt raised |
1 712 |
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1 700 |
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2 881 |
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Repayment of borrowings |
(2 444) |
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(18) |
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(2 825) |
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Closing balance |
3 182 |
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5 540 |
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3 914 |
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At 30 June 2010 R3.2 billion of the total R8.6 billion term debt facilities have been drawn down to finance Kumba's
expansion.
As a result of the strong cash flow generation of the group due to higher prices and sales volumes, Kumba was able to
repay R700 million drawn down against its R5.4 billion term debt facility outstanding at 31 December 2009 during the
current period. Kumba was not in breach of any of its covenants during the period. The group had undrawn short- and
long-term borrowing facilities at 30 June 2010 of R6.3 billion. |
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| 6. |
Significant items included in operating profit |
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Reviewed |
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Reviewed |
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Audited |
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|
6 months |
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6 months |
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12 months |
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30 June |
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30 June |
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31 December |
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Rm |
2010 |
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2009 |
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2009 |
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Operating expenses is made up as follows: |
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Production costs |
3 109 |
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2 581 |
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5 601 |
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Movement in inventories |
(27) |
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(111) |
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(600) |
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Finished products |
85 |
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(117) |
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(440) |
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Work-in-progress |
(112) |
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6 |
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(160) |
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Cost of goods sold |
3 082 |
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2 470 |
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5 001 |
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Mining royalty |
546 |
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Selling and distribution costs |
1 604 |
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1 468 |
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2 838 |
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Cost of services rendered shipping |
1 392 |
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1 234 |
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2 697 |
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Sublease rent received |
(5) |
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(6) |
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(8) |
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Operating expenditure |
6 619 |
|
5 166 |
|
10 528 |
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Operating profit has been derived after taking |
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into account the following items: |
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Employee expenses |
996 |
|
786 |
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1 672 |
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Share-based payment expenses |
106 |
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68 |
|
142 |
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Depreciation of property, plant and equipment |
369 |
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205 |
|
530 |
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Net loss/(profit) on disposal and scrapping of property, |
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plant and equipment |
2 |
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(22) |
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(35) |
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Net loss on disposal of investment |
2 |
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Finance gains |
(297) |
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(97) |
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(329) |
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Gains on derivative financial instruments |
(161) |
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(491) |
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(736) |
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Foreign currency (gains)/losses |
(136) |
|
394 |
|
407 |
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Operating expenses capitalised |
(226) |
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(32) |
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(181) |
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| 7. |
Income taxes |
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The income tax expense is recognised based on management’s best estimate of the effective annual income tax rate
expected for the full financial year. The estimated effective annual tax rate (excluding Secondary Taxation on Companies)
used for the year to 31 December 2010 is 24.2% (2009: 27.5%). |
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| 8. |
Segmental reporting |
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The Kumba executive committee considers the business principally according to the nature of the products and services
provided, with the identified segments each representing a strategic business unit.
The total reported segment revenue comprises revenue from external customers as the group does not have any intersegment
revenue and is measured in a manner consistent with that disclosed in the income statement.
The performance of the operating segments are assessed based on a measure of earnings before interest and tax ('EBIT'),
which is consistent with 'Operating profit' in the financial statements. Finance income and finance costs are not allocated
to segments, as this type of activity is managed on a central group basis.
Total segment assets comprise finished goods inventory only, which is allocated based on the operations of the segment and the physical location of the asset.
’Other segments’ comprise corporate, administration and other expenditure not allocated to the reported segments. |
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Sishen |
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Thabazimbi |
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Shipping |
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Rm |
Mine |
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Mine |
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operations |
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Total |
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Period ended 30 June 2010 |
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Revenue (from external customers) |
15 927 |
|
260 |
|
1 639 |
|
17 826 |
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EBIT |
11 218 |
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|
247 |
|
11 465 |
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Total segment assets |
616 |
|
265 |
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|
881 |
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Period ended 30 June 2009 |
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Revenue (from external customers) |
10 175 |
|
267 |
|
1 545 |
|
11 987 |
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EBIT |
6 718 |
|
6 |
|
305 |
|
7 029 |
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Total segment assets |
477 |
|
132 |
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|
609 |
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Year ended 31 December 2009 |
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Revenue (from external customers) |
19 473 |
|
543 |
|
3 392 |
|
23 408 |
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EBIT |
12 677 |
|
44 |
|
675 |
|
13 396 |
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Total segment assets |
724 |
|
240 |
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|
964 |
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Reviewed |
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Reviewed |
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Audited |
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|
6 months |
|
6 months |
|
12 months |
|
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|
30 June |
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30 June |
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31 December |
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Rm |
2010 |
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2009 |
|
2009 |
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Reconciliation of EBIT to total profit before |
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taxation |
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EBIT for reportable segments |
11 465 |
|
7 029 |
|
13 396 |
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Other segments |
(258) |
|
(208) |
|
(516) |
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Operating profit |
11 207 |
|
6 821 |
|
12 880 |
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Net finance costs |
(66) |
|
(73) |
|
(127) |
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Profit before taxation |
11 141 |
|
6 748 |
|
12 753 |
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Revenue from external customers analysed by |
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goods and services |
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Sale of products * |
16 187 |
|
10 442 |
|
20 016 |
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Shipping services |
1 639 |
|
1 545 |
|
3 392 |
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Total revenue |
17 826 |
|
11 987 |
|
23 408 |
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* Derived from mining, extraction, production and selling of iron ore. |
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Geographical analysis
Kumba is domiciled in South Africa. The result of its revenue from external customers disclosed on a geographical basis, is set out below: |
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|
Reviewed |
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Reviewed |
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Audited |
|
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|
6 months |
|
6 months |
|
12 months |
|
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|
30 June |
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30 June |
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31 December |
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Rm |
2010 |
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2009 |
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2009 |
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Total revenue from external customers |
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South Africa |
798 |
|
622 |
|
1 359 |
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Export |
17 028 |
|
11 365 |
|
22 049 |
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Europe |
2 963 |
|
520 |
|
2 151 |
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China |
11 974 |
|
9 115 |
|
16 770 |
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Rest of Asia |
2 091 |
|
1 730 |
|
3 128 |
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|
|
|
|
|
|
|
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|
17 826 |
|
11 987 |
|
23 408 |
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| 9. |
Related party transactions |
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During the six months, Kumba, in the ordinary course of business, entered into various sale and purchase transactions
with associates, joint ventures and its holding company. These transactions were subject to terms that are no less
favourable than those offered by third parties. |
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| 10. |
Contingent liabilities |
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During January 2010 SIOC 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 Sishen Mine.
The Taxation Laws Amendment Bill, released by National Treasury on 10 May 2010 for comment, propose changes to
the Mineral and Petroleum Resource Royalties Act No. 28 of 2008. If the proposed amendments are enacted as they are
currently drafted, the mineral royalty payable by Kumba for the six months ended 30 June 2010 could increase.
There have been no other significant changes in the contingent liabilities disclosed at 31 December 2009. |
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| 11. |
Legal proceedings |
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Sishen Supply Agreement arbitration |
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SIOC notified ArcelorMittal on 5 February 2010, that it was no longer entitled to receive 6.25Mtpa of iron ore contract
mined by SIOC at cost plus 3% from Sishen Mine, as a result of the fact that ArcelorMittal had failed to convert its old
order mining rights. This contract mining agreement, concluded in 2001, was premised on ArcelorMittal owning an
undivided 21.4% interest in the mineral rights of Sishen Mine and as a result of ArcelorMittal's failure to convert its old
order mining right, accordingly the contract mining agreement became inoperative in its entirety as of 1 May 2009.
As a result, a dispute arose between SIOC and ArcelorMittal as to whether the contract mining agreement became
inoperative, which SIOC has referred to arbitration. SIOC served its statement of claim on 19 April 2010. SIOC has
continued to supply ArcelorMittal with iron ore from Sishen Mine and has invoiced ArcelorMittal for the delivery of 1.45Mt
of iron ore since March 2010 at commercial prices. Kumba has accounted for revenue at cost plus 3% in preparing the
financial results for the period ended 30 June 2010 with the difference reflected as a contingent asset.
SIOC are engaged with ArcelorMittal in extensive negotiations to agree on an interim pricing arrangement pending the
outcome of the arbitration. In the absence of ArcelorMittal agreeing on an interim pricing arrangement, SIOC will only
load trains destined for ArcelorMittal effective 1 August 2010 on condition that, at least 48 hours before the intended
loading, payment for that consignment and the accumulated amounts due for iron ore delivered is paid in full.
21.4% undivided share of the Sishen Mine mineral rights
After ArcelorMittal failed to convert its old order rights, SIOC applied for the residual 21.4% mining right previously held
by ArcelorMittal and its application was accepted by the DMR on 4 May 2009. A competing application for a prospecting
right over the same area was also accepted by the DMR. SIOC objected to this acceptance. Notwithstanding this objection,
a prospecting right over the 21.4% interest was granted by the DMR to Imperial Crown Trading 289 (Pty) Limited ('ICT').
SIOC has lodged an appeal against the grant of the prospecting right by the DMR. This appeal process remains ongoing.
In addition, SIOC initiated a review application in the North Gauteng High Court on 21 May 2010 in relation to the
decision of the DMR to grant a prospecting right to ICT.
Lithos Corporation (Pty) Limited (‘Lithos’)
Lithos is claiming US$421 million from Kumba for damages in relation to the Falémé project in Senegal. 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. The trial date has been postponed indefinitely. No liability has been
recognised for this litigation.
La Société des Mines de Fer du Sénégal Oriental (‘Miferso’)
The group initiated arbitration proceedings against Miferso and the Republic of Senegal under the Rules of Arbitration of
the International Chamber of Commerce. The arbitration remains confidential in nature. |
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| 12. |
Post-balance sheet date events |
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The directors are not aware of any other matter or circumstance arising since the end of the period and up to the date of this
report, not otherwise dealt with in this report. |
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| 13. |
Corporate governance |
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The group subscribes to the Code of Good Corporate Practices and Conduct as contained in the King II and King III
reports on corporate governance. The Board is currently in the process of implementing the recommendations of the
King III report. The Board has satisfied itself that Kumba has complied throughout the period under review in all material
aspects with these codes. |
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| 14. |
Independent review opinion |
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| |
The group's auditors, Deloitte & Touche, has issued their unmodified review opinion on the condensed consolidated
interim financial report for the six months ended 30 June 2010. Their review was conducted in accordance with
International Standards on Review Engagements 2410, 'Review of Interim Financial Information Performed by the
Independent Auditor of the Entity.' A copy of their unmodified review report is available for inspection at the company's
registered office. |