20-F 1 telkom_20f2014.htm PT TELKOM INDONESIA TBK (PERSERO) telkom_20f2014.htm - Generated by SEC Publisher for SEC Filing

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

Form 20-F

  

 

*

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

R

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

*

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

*

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

 

Commission file number 1-14406

________________

Perusahaan Perseroan (Persero)

PT Telekomunikasi Indonesia Tbk.

(Exact name of Registrant as specified in its charter)

 

Telecommunications Indonesia

(a state-owned public limited liability company)

(Translation of Registrant’s name into English)

________________

Republic of Indonesia

(Jurisdiction of incorporation or organization)

 

Jl. Japati No. 1, Bandung 40133, Indonesia 

 (Address of principal executive offices)

 

Investor Relations Unit

Grha Merah Putih, Jl. Gatot Subroto No. 52, 5th Floor, Jakarta 12710, Indonesia

(62) (22) 452-7101

(62) (21) 521-5109

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) 

________________

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of

Each class

 

Name of each exchange

on which registered

American Depositary Shares representing Series B Shares, par value 50 Rupiah per share

 

New York Stock Exchange

Series B Shares, par value 50 Rupiah per share

 

New York Stock Exchange*

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:

 

Series A Dwiwarna Share, par value 50 Rupiah per share

1

Series B Shares, par value 50 Rupiah per share

100,799,996,399

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No ¨ 

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ¨  No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  No ¨ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer ¨ 

Non-accelerated filer ¨ 

 

Indicate by checkmark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨  International Financial Reporting Standards as issued by the International Accounting Standards Board R Other ¨ 

 

If “Other” has been checked in response to the previous question, indicate by checkmark which financial statement item the registrant has elected to follow.

Item 17 ¨  Item 18 ¨ 

 

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨  No

 

 

 

 

*

The Series B Shares were registered in connection with the registration of American Depositary Shares (“ADSs”). The Series B Shares are not listed for trading on the New York Stock Exchange.

 

 

               

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

 

Date April 2, 2015

Perusahaan Perseroan (Persero)

PT Telekomunikasi Indonesia Tbk

 

 

-----------------------------------------------------

(Registrant)

 

By: /s/ Heri Sunaryadi

----------------------------------------------------

(Signature)

 

Heri Sunaryadi

Chief of Financial Officer

 

 


 

 

 

 

  

 

 

2014 Annual Report On Form 20-F

 

 


 
 

 

Table of Content

 

                                                                                 TABLE OF CONTENTS

 

PART I

 

PART II

 

PART III

 


 

 

Table of Content

 

DEFINITIONS

3G

The generic term for third generation mobile telecommunications technology. 3G offers high speed connections to cellular phones and other mobile devices, enabling video conference and other applications requiring broadband connectivity to the internet.

 

3.5G

A grouping of disparate mobile telephony and data technologies designed to provide better performance than 3G systems, as an interim step towards deployment of full 4G capability.

 

4G/LTE

A fourth generation super fast internet network technology based on Internet Protocol (IP) that makes the process of data transfer much faster and stable.

 

Adjusted EBITDA

Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization. Adjusted EBITDA and other related ratios in this Annual Report serve as additional indicators on our performance and liquidity, which is a non-GAAP financial measure.

 

ADS

American Depositary Share (also known as an American Depositary Receipt, or an “ADR”), a certificate traded on a U.S. securities market (such as New York Stock Exchange) representing a number of foreign shares. Each of our ADS represents 200 of our Series B shares.

 

ADSL

Asymmetric Digital Subscriber Line, a type of digital subscriber line technology, a data communications technology that enables faster data transmission over copper telephone lines than a conventional voice band modem can provide.

 

APMK

Alat Pembayaran Menggunakan Kartu or card-based payment instruments, a payment instrument in the form of credit cards, Automated Teller Machine (“ATM”) and/or debit cards.

 

ARPU

Average Revenue per User, a measure used primarily by telecommunications and networking companies which states how much money we make from the average user. It is defined as the total revenue from specified services divided by the number of consumers for those services.

 

Backbone

The main telecommunications network consisting of transmission and switching facilities connecting several network access nodes. The transmission links between nodes and switching facilities include microwave, submarine cable, satellite, optical fiber and other transmission technology.

 

Bandwidth

The capacity of a communication link.

 

Bapepam-LK

Badan Pengawas Pasar Modal dan Lembaga Keuangan, or the Indonesian Capital Market and Financial Institution Supervisory Agency, the predecessor to the OJK.

 

Broadband

A signaling method that includes or handles a relatively wide range (or band) of frequencies.

 

BSC

Base Station Controller, an equipment responsible for radio resource allocation to mobile station, frequency administration and handover between BTSs controlled by the BSC.

 

BSS

Base Station Subsystem, the section of a cellular telephone network responsible for handling traffic and signaling between a mobile phone and the network switching subsystem. A BSS is composed of two parts: the BTS and the BSC.

 


 

 

Table of Content

 

BTS

Base Transceiver Station, equipment that transmits and receives radio telephony signals to and from other telecommunication systems.

 

BWA

Broadband Wireless Access, a technology that provides high speed wireless internet access or computer networking access over a wide area.

 

CDMA

Code Division Multiple Access, a transmission technology where each transmission is sent over multiple frequencies and a unique code is assigned to each data or voice transmission, allowing multiple users to share the same frequency spectrum.

 

CPE

Customer Premises Equipment, any handset, receiver, set-top box or other equipment used by the consumer of wireless, fixed line or broadband services, which is the property of the network operator and located on the customer premises.

 

DCS

Digital Communication System, a mobile cellular system using GSM technology operating in the 1.8 GHz frequency band.

 

Defined Benefit Pension Plan

A type of pension plan in which an employer promises a specified monthly benefit on retirement that is predetermined by a formula based on the employee’s earnings history, tenure of service and age, rather than depending on investment returns. It is considered ‘defined’ in the sense that the formula for computing the employer’s contribution is known in advance.

 

Defined Contribution Pension Plan

A type of retirement plan in which the amount of the employer’s annual contribution is specified. Individual accounts are set up for participants and benefits are based on the amounts credited to these accounts (through employer contributions and, if applicable, employee contributions) plus any investment earnings on the money in the account. Only employer contributions to the account are guaranteed, not the future benefits. In defined contribution plans, future benefits fluctuate on the basis of investment earnings.

 

DLD

Domestic Long Distance, a long distance call service designed for customers who live in different areas but still within one country. These areas normally have different area codes. 

 

DSL

Digital Subscriber Line, a technology that allows combinations of services including voice, data and one way full motion video to be delivered over existing copper feeder distribution and subscriber lines.

 

DTH

Direct-to-Home satellite broadcasting, the distribution of television signals from high-powered geostationary satellites to small dish antennas and satellite receivers in homes across the country.

 

e-Business

Electronic Business solutions, including electronic payment services, internet data centers and content and application solutions. Refer to “New Economy Business (“NEB”) and Strategic Business Opportunities Portfolio” under Business Overview.

 

e-Commerce

Electronic Commerce, the buying and selling of products or services over electronic systems such as the internet and other computer networks.

 

e-Money

Electronic Money, money or script that is only exchanged electronically.

 

e-Payment

Also known as electronic funds transfer, the electronic exchange or transfer of money from one account to another, either within a single financial institution or across multiple institutions, through computer-based systems.

 

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Table of Content

 

E1

The backbone transmission unit which operates over two separate sets of wires, usually twisted pair cable. E1 data rate is 2,048 Mbps (full duplex), which is divided into 32 timeslots.

 

Earth Station

The antenna and associated equipment used to receive or transmit telecommunication signals via satellite.

 

EDGE

Enhanced Data rates for GSM Evolution, a digital mobile phone technology that allows improved data transmission rates as a backward-compatible extension of GSM.

 

Edutainment

Education and Entertainment.

 

Fixed Line

Fixed wireline and fixed wireless.

 

Fixed Wireless

The local wireless transmission link using a cellular, microwave, or radio technology to connect customers at a fixed location to the local telephone exchange.

 

Fixed Wireline

A fixed wire or cable path linking a subscriber at a fixed location to a local exchange, usually with an individual phone number.

 

FTT

Fiber To The Home is the implementation of fiber optic network that reaches up to customer point or known as customer premise.

 

Gateway

A peripheral that bridges a packet based network (IP) and a circuit based network (PSTN).

 

Gb

Gigabyte, a unit of information used, for example, to quantify computer memory or storage capacity.

 

Gbps

Gigabyte per second, the average number of bits, characters, or blocks per unit time passing between equipment in a data transmission system. This is typically measured in multiples of the unit bit per second or byte per second.

 

GHz

Gigahertz. The hertz (symbol Hz), the international standard unit of frequency defined as the number of cycles per second of a periodic phenomenon.

 

GMS

General Meeting of Shareholders, which may be an Annual General Meeting of Shareholders (“AGMS”) or an Extraordinary General Meeting of Shareholders (“EGMS”).

 

GPON

Gigabyte-Passive Optical Network, the most widely deployed type of passive optical network system that brings optical fiber cabling and signals all or most of the way to end users.

 

 

GPRS

General Packet Radio Service, a data packet switching technology that allows information to be sent and received across a mobile network and only utilizes the network when there is data to be sent.

 

GSM

Global System for Mobile Telecommunication, a European standard for digital cellular telephone.

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Homepass

A connection with access to fixed line voice, IPTV and broadband services.

 

IDD

International Direct Dialing, a service that allows a subscriber to make an international call without the assistance or intervention of an operator from any telephone terminal.

 

IME

Information, Media and Edutainment.

 

IMT-2000

International Mobile Telecommunications-2000, a body of specifications provided by the International Telecommunication Union. Application services include wide area wireless voice telephone, mobile internet access, video calls and mobile TV, all in a mobile environment.

 

Installed Lines   

Complete lines fully built-out to the distribution point and ready to be connected to subscribers.

 

Intelligent Network

A service-independent telecommunications network where the logic functions are taken out of the switch and placed in computer nodes distributed throughout the network. This provides the means to develop and control services more efficiently allowing new or advanced telephony services to be introduced quickly.

 

Interconnection

The physical linking of a carrier’s network with equipment or facilities not belonging to that network.

 

IP

Internet Protocol, the method or protocol by which data is sent from one computer to another on the internet.

 

IP Core

A block of logic data that is used in making a field programmable gate array or application-specific integrated circuit for a product.

 

IP DSLAM

Internet Protocol-Digital Subscriber Line Access Multiplexer, a network device located near the customer’s location that allows telephone lines to make faster connections to the internet by connecting multiple customer Digital Subscriber Lines (DSLs) to a high-speed internet backbone line using multiplexing techniques.

 

IPO

Initial Public Offering, the first sale of stock by a company to the public.

 

IP VPN

A data communication service using IP Multi Protocol Label Switching (“MPLS”) and based on any to any connection. This service is connected to the data security systems, L2TP and IPSec. The speed depends on the customer’s needs and ranges from 64 Kbps to 2 Mbps.

 

IPTV

Internet Protocol Television, a system through which television services are delivered using the Internet Protocol suite over a packet-switched network such as the internet, instead of being delivered through traditional terrestrial, satellite signal, and cable television formats.

 

ISP

Internet Services Provider an organization that provides access to the internet.

 

Kbps

Kilobyte per second, a measure of speed for digital signal transmission expressed in thousands of bits per second.

 

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KSO

Kerjasama Operasi, a form of joint operation agreement that includes build, operate and transfer that arrangement formerly used by Telkom, in which the consortium partners to invest and operate facilities owned by Telkom in regional divisions. The consortium partners are owned by international operators and national private companies or Telkom.

 

Lambda

Lambda indicates the wavelength of any wave, especially in physics, electronics engineering and mathematics.

 

Leased Line

A dedicated telecommunications transmissions line linking one fixed point to another, rented from an operator for exclusive uses.

 

Mbps

Megabyte per second, a measure of speed for digital signal transmission expressed in millions of bits per second.

 

Metro Ethernet

Bridge or relationship between locations that are apart geographically, this network connects LAN customers at several different locations.

 

MHz

Megahertz, a unit of measure of frequency equal to one million cycles per second.

 

Mobile Broadband

The marketing term for wireless internet access through a portable modem, mobile phone, USB Wireless Modem or other mobile devices.

 

MoCI

The Ministry of Communication and Information, to which regulatory responsibility over telecommunications was transferred from the Ministry of Communication (“MoC”) in February 2005.

 

MSAN

Multi Service Access Node, represent the third generation of optical access network technology and are single platforms capable of supporting traditional, widely deployed, access technologies and services as well as emerging ones, while simultaneously providing a gateway to a NGN core. MSAN will enable us to provide triple play services that distribute high speed internet access, voice packet services and IPTV services simultaneously through the same infrastructure.

 

Network Access Point

A public network exchange facility where ISPs connected with one another in peering arrangements.

 

NGN

Next Generation Network, a general term that refers to a packet-based network able to provide services, including telecommunication services, and able to make use of multiple broadband, quality of service enabled transport technologies and in which service-related functions are independent from underlying transport related technologies. A NGN is intended to be able to, with one network, transport various services (voice, data, and various media such as video) by encapsulating these into packets, similar to how such packets are transmitted on the internet. NGNs are commonly built around the Internet Protocol.

Node B

A BTS for a 3G W-CDMA/UMTS network.

 

OJK

Otoritas Jasa Keuangan, or the Indonesian Financial Services Authority, the successor of Bapepam-LK, is an independent institution with authority to regulate and supervise financial services activities in the banking sector, capital market sector as well as non-bank financial industry sector.

 

OLO

Other Licensed Operators, i.e. operators other than our Company.

 

Optical Fiber

Cables using optical fiber and laser technology through which modulating light beams representing data are transmitted through thin filaments of glass.

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Outside Plant

The equipment and facilities used to connect subscriber premises to the local exchange.

 

Pay TV

Pay Television, premium television, or premium channels, subscription-based television services, usually provided by both analog and digital cable and satellite, but also increasingly via digital terrestrial and internet television.

 

PDN

Packet Data Network, a digital communications network which breaks a group data to be transmitted into segments called packets, which are then routed independently.

 

PKLN

Tim Pinjaman Komersial Luar Negeri, or Foreign Commercial Loan Coordinating Team, an inter-agency team of the Government charged with, among others, considering requests of Indonesian State-Owned Enterprises such as us for consent to obtain foreign commercial loans.

 

POWL

Public Offering Without Listing.

 

Premium SMS

Premium Short Message Service, a text messaging service component of phone, web, or mobile communication systems, using standardized communications protocols that allow the exchange of short text messages between fixed line or mobile phone devices.

 

PSTN

Public Switched Telephone Network, a telephone network operated and maintained by us and the KSO Units for us and on our behalf.

 

Pulse

The unit in the calculation of telephone charge.

 

Radio Frequency Spectrum

The part of the electromagnetic spectrum corresponding to radio frequencies, i.e. frequencies lower than around 300 GHz (or, equivalently, wavelengths longer than about 1 mm).

 

RIO

Reference Interconnection Offer, a regulatory term covering all facilities, including interconnection tariffs, technical facilities and administrative issues offered by one telecommunications operator to other telecommunications operator for interconnection access.

 

RMJ

Regional Metro Junction, an inter-city cable network installation service in one regional (region/province).

 

Roaming

A general term referring to the extension of connectivity service in a location that is different from the home location where the service was registered.

 

RUIM card

Removable User Identity Module, a smart card designed to be inserted into a fixed wireless telephone that uniquely identifies a CDMA network subscription and that contains subscriber-related data such as phone numbers, service details and memory for storing messages.

 

Satellite Transponder

Radio relay equipment embedded in a satellite that receives signals from earth and amplifies and transmits the signal back to the earth.

 

SCCS

Submarine Communications Cable System, a cable laid on the sea bed between land-based stations to carry telecommunication signals across stretches of ocean.

 

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SIM card

Subscriber Identity Module, a “smart” card designed to be inserted into cellular phone that uniquely identifies a GSM network subscription and contains subscriber-related data such as phone numbers, service details and memory for storing messages.

 

SME

Small and Medium Enterprise.

 

SMS

Short Messag Service, a technology allowing the exchange of text messages between mobile phones and between fixed wireless phones.

 

SOE

State-Owned Enterprise, a Government-owned corporation, state-owned company, state-owned entity, state enterprise, publicly owned corporation, Government business enterprise, or parastatal, a legal entity created by a Government to undertake commercial activities on behalf of an owner Government.

 

Softswitch

A central device in a telephone network that connects calls from one phone line to another, entirely by means of software running on a computer system. This work was formerly carried out by hardware, with physical switchboards to route the calls.

 

STM-1

Synchronous Transport Module level-1, the SDH ITU-T fiber optic network transmission standard with a bit rate of 155.52 Mbps. The other standards are STM-4, STM-16 and STM-64.

 

Switch

A mechanical, electrical or electronic device that opens or closes circuits, completes or breaks an electrical path, or selects paths or circuits, used to route traffic in a telecommunications network.

 

Terra Router

Terra Router or terabit router on the theory allows the network capacity on a scale of terabits (1 terabit = 1 million gigabits).

 

TIME

Telecommunication, Information, Media Edutainment and Service

 

UMTS

Universal Mobile Telephone System, one of the 3G mobile systems being developed within the ITU’s IMT-2000 framework.

 

USO

Universal Service Obligation, the service obligation imposed by the Government on all telecommunications services providers for the purpose of providing public services in Indonesia.

 

VoIP

Voice over Internet Protocol, a means of sending voice information using the IP.

 

VPN

Virtual Private Network, a secure private network connection, built on top of publicly-accessible infrastructure, such as the internet or the public telephone network. VPNs typically employ some combination of encryption, digital certificates, strong user authentication and access control to secure the traffic they carry. These provide connectivity to many machines behind a gateway or firewall.

 

VSAT

Very Small Aperture Terminal, a relatively small antenna, typically 1.5 to 3.0 meters in diameter, placed in the user’s premises and used for two-way communications by satellite.

 

WiMAX

Worldwide Interoperability for Microwave Access, a telecommunications technology that provides wireless transmission of data using a variety of transmission modes, from point-to-point links to portable internet access.

 

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Wireless Access Network

Any type of computer network that is not connected by cables of any kind. It is a method by which homes, telecommunications networks and enterprise (business) installations avoid the costly process of introducing cables into a building, or as a connection between various equipment locations.

 

Wireless Broadband

Technology that provides high speed wireless internet access or computer networking access over a wide area.

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CERTAIN DEFINITIONS, CONVENTIONS AND GENERAL INFORMATION

Unless the context otherwise requires, references in this Form 20-F to the “Company”, “Telkom”, “we”, “us”, and “our” are to PT Telekomunikasi Indonesia Tbk. and its consolidated subsidiaries. All references to “Indonesia” are references to the Republic of Indonesia. All references to the “Government” herein are references to the Government of the Republic of Indonesia. References to “United States” or “US” are to the United States of America. References to “United Kingdom” or “UK” are to the United Kingdom of Great Britain and Northern Ireland. References to “Indonesian Rupiah” or “Rp” are to the lawful currency of Indonesia. References to “US Dollar” or “US$” are to the lawful currency of the United States. Certain figures (including percentages) have been rounded for convenience, and therefore indicated and actual sums, quotients, percentages and ratios may differ.

 

Our consolidated financial statements as of December 31, 2013  (Restated) and 2014 and for the years ended December 31, 2012, 2013 and 2014 included in this Form 20-F (the “Consolidated Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

On December 31, 2014, the financial statements of ten  of our subsidiaries were consolidated into the Consolidated Financial Statements for 2014. The ten  companies are PT Telekomunikasi Selular (“Telkomsel”, in which we own a 65.0% stake), PT Dayamitra Telekomunikasi (“Dayamitra”, a wholly-owned subsidiary), PT Multimedia Nusantara (“Metra”, a wholly-owned subsidiary), PT Telekomunikasi Indonesia International (“TII”, a wholly-owned subsidiary), PT PIN Indonesia  (“PINS”, previously PT Pramindo Ikat Nusantara, a wholly-owned subsidiary), PT Graha Sarana Duta (“GSD”, in which we own a 99.99% stake), PT Telkom Akses (“Telkom Akses”, a wholly-owned subsidiary), PT Patra Telekomunikasi Indonesia (“Patrakom”, a wholly-owned subsidiary), PT Infrastruktur Telekomunikasi Indonesia (“Telkom Infratel”, a wholly-owned subsidiary) and PT Napsindo Primatel Internasional (“Napsindo”, in which we own a 60% stake). See Note 1d to our Consolidated Financial Statements.

 

Solely for the convenience of the reader, certain Indonesian Rupiah amounts have been converted into US Dollars at specified rates. Unless otherwise indicated, US Dollars equivalent information for amounts in Indonesian Rupiah are converted at the Reuters Rate for December 31, 2014 at 04.00PM Jakarta time, which was Rp12,385 to US$1.00. The exchange rate of Indonesian Rupiah for US Dollars on March 25, 2015 was Rp12,932 to US$1.00 based on the middle exchange which is calculated based on the Bank Indonesia buying and selling rate. The Federal Reserve Bank of New York does not certify for customs purposes a noon buying rate for cable transfers in Indonesian Rupiah. No representation is made that the Indonesian Rupiah or US Dollar amounts shown herein could have been or could be converted into US Dollar or Indonesian Rupiah, as the case may be, at any particular rate or at all. See Item 3 “Key Information – Selected Financial Data – Exchange Controls” for further information regarding rates of exchange between the Indonesian Rupiah and the US Dollar.

 

FORWARD-LOOKING STATEMENTS

This Form 20-F contains “forward-looking statements” as defined in Section 27A of the US Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the US Securities Exchange Act of 1934, as amended (“Exchange Act”), within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations and projections for our future operating performance and business prospects. The words “believe”, “expect”, “anticipate”, “estimate”, “project” and similar words identify forward-looking statements. In addition, all statements other than statements of historical facts included in this Form 20-F are forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements herein are reasonable, we can give no assurance that such expectations will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties, including changes in the economic, social and political environments in Indonesia. This Form 20-F discloses, under Item 3 “Key Information – Risk Factors” and elsewhere, important factors that could cause actual results to differ materially from our expectations.

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Table of Content

 

PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3. KEY INFORMATION

 

A.      SELECTED FINANCIAL DATA

The following tables present our selected consolidated financial information and operating statistics as of the dates and for each of the periods indicated. The selected financial information as of and for the years ended December 31, 2010, 2011, 2012, 2013 and 2014 presented below is based upon our audited Consolidated Financial Statements prepared in conformity with IFRS as issued by the IASB. The selected financial information as of and for the years ended December 31, 2010, 2011, 2012, 2013 and 2014 should be read in conjunction with, and is qualified in its entirety by reference to, our audited Consolidated Financial Statements, including the notes thereto, and the other information include elsewhere in this Form 20-F and in our previous Form 20-F filed with the SEC on April 1, 2014.  

 

The Public Accountant Firm (“KAP”) Purwantono, Suherman & Surja (a member firm of Ernst & Young Global Limited) audited our Consolidated Financial Statements as of and for the years ended December 31, 2012, 2013 and 2014, while, our Consolidated Financial Statements as of and for the years ended December 31, 2010 and 2011 were audited by KAP Tanudiredja, Wibisana & Rekan, a member firm of the PwC global network (“PwC”).

 

 

 

Years Ended December 31,

 

 

2010

(Rp billion)

2011

(Rp billion)

2012

(Rp billion)

2013

(Rp billion)

2014

(Rp billion)

2014

(US$ million)

 

 

except for per share and per ADS amount

Key Consolidated Statements of Comprehensive Income Data

 

 

 

 

 

 

IFRS

 

 

 

 

 

 

Revenues

68,529 

71,238 

77,127 

82,967 

89,696 

7,242 

Expenses(1)

46,337 

49,880 

54,200 

57,850 

61,617 

4,975 

Adjusted EBITDA

37,334 

36,857 

39,971 

43,532 

46,350 

3,742 

Operating Profit

22,754 

22,034 

25,497 

27,727 

29,172 

2,355 

Profit before Income Tax

21,264 

20,982 

24,027 

27,030 

28,579 

2,308 

Net Income Tax Expense

(5,512)

(5,437)

(5,886)

(6,900)

(7,341)

(593)

Profit for the Year

15,752 

15,545 

18,141 

20,130 

21,238 

1,715 

 

Attributable to owners of the parent company

11,427 

11,043 

12,621 

14,046 

14,437 

1,166 

 

Attributable to non-controlling interests

4,325 

4,502 

5,520 

6,084 

6,801 

549 

Other Comprehensive Income (Expenses) - Net

(553)

(1,928)

(2,540)

5,115 

810 

65 

Net Comprehensive Income for the Year

15,199 

13,617 

15,601 

25,245 

22,048 

1,780 

 

Attributable to owners of the parent company

10,911 

9,183 

10,056 

19,018 

15,291 

1,235 

 

Attributable to non-controlling interests

4,288 

4,434 

5,545 

6,227 

6,757 

545 

Weighted average number of shares outstanding (in millions)

98,345 

97,959 

96,011 

96,359 

97,696 

Basic and Diluted Earnings per Share (in full amount)

 

 

 

 

 

 

 

Profit per share(2)

116.19 

112.73 

131.45 

145.77 

147.78 

0.01 

 

Profit per ADS (200 Series B shares per ADS)

23,238.00 

22,546.00 

26,290.80 

29,153.58 

29,556.53 

2.39 

Dividend relating to the period (accrual basis, in full amount)

 

 

 

 

 

 

 

Dividends declared per share

64.52 

74.21 

87.24 

102.40 

 

Dividends declared per ADS

12,903.60 

14,842.17  

17,447.53 

20,480.34 

Dividend paid in the period (cash basis, in full amount)(3)

 

 

 

 

 

 

 

Dividends declared per share

55.09 

61.71 

74.29 

87.24 

102.40 

0.01 

 

Dividends declared per ADS

11,017.83 

12,342.57 

14,858.69 

17,447.53 

20,480.34 

1.65 

 

(1)     Expenses are calculated as the sum of the following expenses: operations, maintenance and telecommunication service, depreciation and amortization, personnel, interconnection, general and administrative, marketing, loss on foreign exchange - net, share of loss of associated companies and other expenses.

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(2)     Using IFAS results, our profit for the year attributable to owners of the parent company would be Rp11,537 billion, Rp10,965 billion, Rp12,850 billion, Rp14,205 billion and Rp14,638 billion for 2010, 2011 2012, 2013 and 2014, and our net income per share would be Rp117.31, Rp111.93,  Rp133.84, Rp147.42 and Rp149.83 for 2010, 2011 2012, 2013 and 2014. We distribute dividends based on profit attributable to owners of the parent company and net income per share determined in reliance on IFAS.

(3)     In 2010, we paid a cash dividend for 2009 of Rp55.09  per share and interim cash dividend 2010 of Rp5.35  per share. In 2011, we paid a cash dividend for 2010 of Rp61.71  per share. In 2012, we paid a cash dividend for 2011 of Rp74.29  per share. In 2013, we paid a cash dividend for 2012 of Rp87.24 per share. In 2014, we paid a cash dividend for 2013 of Rp102.40 per share

 

 

 

Years Ended December 31,

 

 

2010 

2011

2012

2013 

2014 

2014 

 

 

(Rp billion)

(Rp billion)

(Rp billion)

(Rp billion)

(Rp billion)

(US$ million)

Reconciliation of Operating Profit to Adjusted EBITDA

 

 

 

 

 

 

Operating Profit

22,754 

22,034 

25,497 

27,727 

29,172 

2,355 

Add:

 

 

 

 

 

 

 

Depreciation and Amortization

14,580 

14,823 

14,474 

15,805 

17,178 

1,387 

Adjusted EBITDA(1)

37,334 

36,857 

39,971 

43,532 

46,350 

3,742 

 

(1)     Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization. Adjusted EBITDA and other related ratios in this Annual Report serve as additional indicators on our performance and liquidity, which is a non-GAAP financial measure. Adjusted EBITDA is presented because our management believes that it is widely used by investors in their analysis of our performance and can assist them in their comparison of our performance with those of other companies in the telecommunications, information and media sector. We also present adjusted EBITDA because it is used by some investors as a way to measure a company’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Companies in the telecommunications, information and media sector have historically reported adjusted EBITDA as a supplement to financial measures in accordance with IFRS or US GAAP. Adjusted EBITDA should not be considered as an alternative to net income as an indicator of our performance, nor should adjusted EBITDA be considered an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to any other measure determined in accordance with IFRS. Unlike net income, adjusted EBITDA does not include depreciation and amortization or financing costs and, therefore, does not reflect current or future capital expenditures or the cost of capital. We compensate for these limitations by using adjusted EBITDA as only one of several comparative tools, together with IFRS-based measurements, to assist in the evaluation of operating performance. Such IFRS-based measurements include profit before income tax, profit for the year, cash flows from operations and cash flow data. We have significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in adjusted EBITDA. Our calculation of adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

 

 

As of December 31,

 

2010

(Rp billion)

2011

(Rp billion)

2012

(Rp billion)

2013

(Restated)

(Rp billion)

2014

(Rp billion)

2014

(US$ million)

 

 

except for shares

Key Consolidated Statements of Financial Position Data

 

 

 

 

 

 

IFRS

 

 

 

 

 

 

Cash and cash equivalents

9,120 

9,634 

13,118 

14,696 

17,672 

1,427 

Trade and other receivables

4,534 

5,393 

5,409 

7,018 

7,380 

596 

Advances and prepaid expenses

3,441 

3,294 

3,721 

3,937 

4,733 

382 

Total Current Assets

18,830 

21,401 

27,973 

33,672 

34,294 

2,769 

Property and equipment

75,624 

74,638 

76,908 

86,599 

94,602 

7,638 

Intangible assets

1,786 

1,791 

1,443 

1,508 

2,463 

199 

Total Non-current Assets

82,242 

80,965 

82,238 

94,721 

107,321 

8,665 

Total Assets

101,072 

102,366 

110,211 

128,393 

141,615 

11,434 

Trade and other payables

7,787 

8,355 

7,457 

12,585 

12,476 

1,007 

Current income tax liabilities

736 

729 

1,280 

942 

1,501 

121 

Accrued expenses

3,409 

4,790 

6,163 

5,264 

5,211 

421 

Unearned income

2,681 

2,821 

2,729 

3,490 

3,963 

320 

Short-term loans and current maturities of long-term borrowings

5,360 

4,913 

5,658 

5,525 

7,709 

622 

Total Current Liabilities

20,473 

22,189 

24,108 

29,034 

32,318 

2,609 

Deferred tax liabilities

4,047 

3,159 

2,252 

2,908 

2,703 

218 

Pension benefit and other post-employment benefit obligations

2,805 

5,372 

8,184 

4,258 

4,115 

332 

Long-term loans and other borrowings

16,655 

12,958 

13,617 

14,731 

15,743 

1,272 

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As of December 31,

 

2010

(Rp billion)

2011

(Rp billion)

2012

(Rp billion)

2013

(Restated)

(Rp billion)

2014

(Rp billion)

2014

(US$ million)

 

 

except for shares

Total Non-current Liabilities

24,061 

22,018 

24,734 

22,705 

23,365 

1,887 

Total Liabilities

44,534 

44,207 

48,842 

51,739 

55,683 

4,496 

Capital stock(1)

5,040 

5,040 

5,040 

5,040 

5,040 

407 

Net Equity Attributable to Owners of the Parent Company

44,627 

44,844 

46,055 

59,753 

67,646 

5,462 

Non-controlling interests

11,911 

13,315 

15,314 

16,901 

18,286 

1,476 

Total Equity (Net Assets)

56,538 

58,159 

61,369 

76,654 

85,932 

6,938 

Net Debt

12,895 

8,237 

6,157 

5,560 

5,780 

467 

Net Working Capital

(1,643)

(788)

3,865 

4,638 

1,976 

160 

Issued and fully paid shares (in shares)

100,799,996,400

100,799,996,400

100,799,996,400

100,799,996,400

100,799,996,400

-

 

(1)     As of December 31, 2014, our issued and paid-up capital consists of one Series A Dwiwarna share having a par value of Rp50 (the “Dwiwarna Share”) and 100,799,996,399 Series B shares having a par value of Rp50 per share (“common stock”) each from an authorized capital stock comprising one Series A Dwiwarna share and 399,999,999,999 Series B shares.

 

Exchange Controls

 

Exchange Rate Information

 

The following table shows the exchange rate of Indonesian Rupiah to US Dollar based on the middle exchange rate which is calculated based on the Bank Indonesia buying and selling rates for the periods indicated.

 

Calendar Year

at Period End

Average

Low

High

(Rp Per US$1)

2010 (1)

8,991 

9,078 

9,365 

8,924 

2011 (1)

9,068 

8,773 

9,170 

8,508 

2012 (1)

9,670 

9,419 

9,670 

9,000 

2013 (1)

12,189 

10,563 

12,189 

9,667 

2014 (1)

12,440 

11,885 

12,440 

11,404 

 

September(2)

12,212 

11,891 

12,212 

11,710 

 

October(2)

12,082 

12,145 

12,241 

11,993 

 

November(2)

12,196 

12,158 

12,206 

12,092 

 

December(2)

12,440 

12,438 

12,900 

12,264 

2015 (1)

12,932 

12,807 

12,932 

12,625 

 

January(2)

12,625 

12,579 

12,732 

12,444 

 

February(2)

12,863 

12,750 

12,887 

12,609 

 

March (25)(2)

12,932 

13,069 

13,237 

12,932 

Source: Bank Indonesia

(1)     Determined based upon the last day middle exchange rate of each month announced by Bank Indonesia applicable for the period.

(2)     Determined based upon the daily middle exchange rate announced by Bank Indonesia during the applicable period.

 

Under the current exchange rate system, the exchange rate of the Indonesian rupiah is determined by the market, reflecting the interaction of supply and demand in the market. However, Bank Indonesia may take measures to maintain a stable exchange rate. For the year 2014, the average rate of Rupiah to the US Dollar was Rp11,885, with the lowest and highest rates being Rp12,440 and Rp11,404, respectively.

 

The exchange rates used for conversion of monetary assets and liabilities denominated in foreign currencies are the bid and offer rates published by Reuters in 2012, 2013 and 2014. The Reuters bid and offer rates, applied respectively to monetary assets and liabilities, were, Rp9,630 and Rp9,645 to US$1.00 as of December 28, 2012, Rp12,160 and Rp12,180 to US$1.00 as of December 31, 2013 and Rp12,380 and Rp12,390 to US$1.00 as of December 31, 2014.

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The Consolidated Financial Statements are stated in Rupiah. The conversion of Rupiah amounts into US Dollar are included solely for the convenience of the readers and have been made using the average of the market bid and offer rates of Rp12,385 to US$1.00 published by Reuters on December 31, 2014.

On March 25, 2015, the Reuters bid and offer rates were Rp12,982 and Rp12,990 to US$1.00.

 

Foreign Exchange Controls

 

Indonesia operates a liberal foreign exchange system that permits the free flow of foreign exchange. Capital transactions, including remittances of capital, profits, dividends and interest, are free of exchange controls. A number of regulations, however, have an impact on the exchange system. For example, only banks are authorized to deal in foreign exchange and execute exchange transactions related to the import and export of goods. In addition, Indonesian banks (including branches of foreign banks in Indonesia) are required to report to Bank Indonesia any fund transfers exceeding US$10,000. As a State-Owned Company, and based on the decree of the Head of PKLN, we are required to obtain an approval from PKLN prior to acquiring foreign commercial loans and must submit periodical reports to PKLN during the term of the loans.

 

B.      CAPITALIZATION AND INDEBTEDNESS 

Not applicable.

 

C.      REASON FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

 


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D.      RISK FACTORS

A.      Risks Related to Indonesia

 

1.       Political and Social Risks

 

Current political and social events in Indonesia may adversely affect our business

 

Since 1998, Indonesia has experienced a process of democratic change, resulting in political and social events that have highlighted the unpredictable nature of Indonesia’s changing political landscape. In 1999, Indonesia conducted its first free elections for parliament and president. Indonesia also has many political parties, without any one party holding a clear majority. Due to these factors, Indonesia has, from time to time, experienced political instability, as well as general social and civil unrest. For example, since 2000, thousands of Indonesians have participated in demonstrations in Jakarta and other Indonesian cities both for and against former President Abdurahman Wahid, former President Megawati, and former President Susilo Bambang Yudhoyono as well as in response to specific issues, including fuel subsidy reductions, privatization of state assets, anti-corruption measures, decentralization and provincial autonomy and the American-led military campaigns in Afghanistan and Iraq. Although these demonstrations were generally peaceful, some turned violent.

 

Indonesia announced in November 2014, and implemented with effect from January 1, 2015, a fixed diesel subsidy of Rp1,000 per liter and scrapped the gasoline subsidy. Although the implementation did not result in any significant violence or political instability, the announcement and implementation also coincided with a period where crude oil prices had dropped very significantly in 2014. There can be no assurance that future increases in crude oil and fuel prices will not result in political and social instability.

 

Separatist movements and clashes between religious and ethnic groups have also resulted in social and civil unrest in parts of Indonesia, such as Aceh in the past and in Papua currently, where there have been clashes between supporters of those separatist movements and the Indonesian military, including continued activity in Papua, by separatist rebels that has led to violent incidents. There have also been inter-ethnic conflicts, for example in Kalimantan, as well as inter-religious conflict such as in Maluku and Poso.

 

Labor issues have also come to the fore in Indonesia. In 2003, the Government enacted a new labor law that gave employees greater protections. Occasional efforts to reduce these protections have prompted an upsurge in public protests as workers responded to policies that they deemed unfavorable.

 

Indonesian elections were held in July 2014, and Joko Widodo was elected as the President of the Republic of Indonesia and sworn in on October 20, 2014. Although the April 2009, July 2009 and July 2014 elections were conducted in a peaceful manner, President Joko Widodo's governing coalition currently holds a minority of seats in parliament. In addition, the relatively closely fought 2014 presidential election, the challenge from the losing candidate in the 2014 election and the delay of the conclusion of the election result, as well as political campaigns in Indonesia, may be indicative of the degree of political and social division in Indonesia.

 

There can be no assurance that social and civil disturbances will not occur in the future and on a wider scale, or that any such disturbances will not, directly or indirectly, materially and adversely affect our business, financial condition, results of operations and prospects.

 

Terrorist activities in Indonesia could destabilize Indonesia, which would adversely affect our business, financial condition and results of operations, and the market price of our securities

 

There have been a number of terrorist incidents in Indonesia, including the May 2005 bombing in Central Sulawesi, the Bali bombings in October 2002 and 2005 and the bombings at the JW Marriot and Ritz Carlton hotels in Jakarta in July 2009. Although the Government has successfully countered some terrorist activities in recent years and arrested several of those suspected of being involved in these incidents, terrorist incidents may continue and, if serious or widespread, might have a material adverse effect on investment and confidence in, and the performance of, the Indonesian economy and may also have a material adverse effect on our business, financial condition, results of operations and prospects and the market price of our securities.

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2.       Macro Economic Risks

 

Negative changes in global, regional or Indonesian economic activity could adversely affect our business

Changes in the Indonesian, regional and global economies can affect our performance. Two significant events in the past that impacted Indonesia’s economy were the Asian economic crisis of 1997 and the global economic crisis which started in 2008. The 1997 crisis was characterized in Indonesia by, among others, currency depreciation, a significant decline in real gross domestic product, high interest rates, social unrest and extraordinary political developments. While the global economic crisis that arose from the subprime mortgage crisis in the US did not affect Indonesia's economy as severely as in 1997, it still put Indonesia’s economy under pressure. The global financial markets have also experienced volatility as a result of the downgrade of US sovereign debt in 2012 and concerns over the debt crisis in the Eurozone. Uncertainty over the outcome of the Eurozone governments’ financial support programs and worries about sovereign finances generally are ongoing. If the crisis becomes protracted, or extends to Asia and Indonesia, we can provide no assurance that it will not have a material and adverse effect on Indonesia’s economic growth and consequently on our business.

 

Adverse economic conditions could result in less business activity, less disposable income available for consumers to spend and reduced consumer purchasing power, which may reduce demand for communication services, including our services, which in turn would have an adverse effect on our business, financial condition, results of operations and prospects. There is no assurance that there will not be a recurrence of economic instability in future, or that, should it occur, it will not have an impact on the performance of our business.

 

Fluctuations in the value of the Indonesian Rupiah may materially and adversely affect us

 

Our functional currency is the Rupiah. One of the most important effects of the Asian economic crisis that affected Indonesia was the depreciation and volatility in the value of the Indonesian Rupiah as measured against other currencies, such as the US Dollar. The Rupiah continues to experience significant volatility. From 2010  to 2014, the Indonesian Rupiah per US Dollar exchange rate ranged from a high  of Rp8,508  per US Dollar to a low  of Rp12,440  per US Dollar. As a result, we recorded foreign exchange losses of Rp189  billion in 2012, Rp249 billion in 2013 and Rp14 billion in 2014. As of December 31, 2014, the Indonesian Rupiah per US Dollar exchange rate stood at Rp12,440 per US Dollar compared to Rp12,189 per US Dollar as of December 31, 2013.

 

To the extent that the Indonesian Rupiah depreciates further from the exchange rate as of December 2014, our US Dollar-denominated obligations under our accounts payable and procurements payable, as well as payments for foreign currency-denominated loans payable and bonds payable, would increase in Indonesian Rupiah terms. A depreciation of the Rupiah would also increase the Rupiah cost of our capital expenditures as most of our capital expenditures are priced in or with reference to foreign currencies, mainly US Dollars and Euros, while a substantial majority  of our revenues are in Rupiah. Such depreciation of the Indonesian Rupiah would result in losses on foreign exchange translation, significantly affect our total expenses and net income and reduce the US Dollar amounts of dividends received by holders of our ADSs. We can give no assurances that we will be able to control or manage our exchange rate risk successfully in the future or that we will not be adversely affected by our exposure to exchange rate risk.

 

In addition, while the Indonesian Rupiah has generally been freely convertible and transferable, from time to  time, Bank Indonesia has intervened in the currency exchange markets in furtherance of its policies, either by selling Indonesian Rupiah or by using its foreign currency reserves to purchase Indonesian Rupiah. We can give no assurances that the current floating exchange rate policy of Bank Indonesia will not be modified or that the Government will take additional action to stabilize, maintain or increase the Indonesian Rupiah’s value, or that any of these actions, if taken, will be successful. Modification of the current floating exchange rate policy could result in significantly higher domestic interest rates, liquidity shortages, capital or exchange controls or the withholding of additional financial assistance by multinational lenders. This could result in a reduction of economic activity, an economic recession, loan defaults or declining subscriber usage of our services, and as a result, we may also face difficulties in funding our capital expenditures and in implementing our business strategy. Any of the foregoing consequences could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Downgrades of credit ratings of the Government or Indonesian companies could adversely affect our business

 

As of the date of this Annual Report, Indonesia’s sovereign foreign currency long-term debt was rated “Baa3” by Moody’s, “BB+” by Standard & Poor’s and “BBB” by Fitch Ratings. Indonesia's short-term foreign currency debt is rated “B” by Standard & Poor’s and “F3” by Fitch Ratings.

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We can give no assurances that Moody’s, Standard & Poor’s or Fitch Ratings, will not change or downgrade the credit ratings of Indonesia. Any such downgrade could have an adverse impact on liquidity in the Indonesian financial markets, the ability of the Government and Indonesian companies, including us, to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. Interest rates on our floating rate Rupiah-denominated debt would also likely increase. Such events could have material adverse effects on our business, financial condition, results of operations prospects and/or the market price of our securities.

 

3.       Disaster Risks

 

Indonesia is vulnerable to natural disasters and events beyond our control, which could adversely affect our business and operating results

 

Many parts of Indonesia, including areas where we operate, are prone to natural disasters such as floods, lightning strikes, typhoons, earthquakes, tsunamis, volcanic eruptions, fires, droughts, power outages and other events beyond our control. The Indonesian archipelago is one of the most volcanically active regions in the world as it is located in the convergence zone of three major lithospheric plates. It is subject to significant seismic activity that can lead to destructive earthquakes, tsunamis or tidal waves. Flash floods and more widespread flooding also occur regularly during the rainy season from November to April. Cities, especially Jakarta, are frequently subject to severe localized flooding which can result in major disruption and occasionally, fatalities. Landslides regularly occur in rural areas during the wet season. From time to time, natural disasters have killed, affected or displaced large numbers of people and damaged our equipment. These events in the past, and may in the future, disrupt our business activities, cause damage to equipment and adversely affect our financial performance and profit.

 

For example, on September 2, 2009, an earthquake in West Java caused damage to our assets. On September 30, 2009, an earthquake in West Sumatra disrupted the provision of telecommunications services in several locations. Although our Crisis Management Team in cooperation with our employees and partners was able to restore services quickly, the earthquake caused severe damage to our assets.

 

Although we have implemented a Business Continuity Plan (“BCP”) and a Disaster Recovery Plan (“DRP”), and test these regularly and we have insured our assets to protect from any losses attributable to natural disasters or other phenomena beyond our control, there is no assurance that the insurance coverage will be sufficient to cover the potential losses, that the premium payable for these insurance policies upon renewal will not increase substantially in the future, or that natural disasters would not significantly disrupt our operations.

 

We cannot assure you that future natural disaster will not have a significant impact on us, Indonesia or its economy. A significant earthquake, other geological disturbance or weather-related natural disaster in any of Indonesia’s more populated cities and financial centers could severely disrupt the Indonesian economy and undermine investor confidence, thereby materially and adversely affecting our business, financial condition, results of operations and prospects.

 

Our operations may be adversely affected by an outbreak of an infectious disease, such as avian influenza, Influenza A (H1N1) virus or other epidemics

 

An outbreak of an infectious disease such as avian influenza, Influenza A (H1N1) or a similar epidemic, or the measures taken by the Governments of affected countries, including Indonesia, against such an outbreak, could severely disrupt the Indonesian and other economies and undermine investor confidence, thereby materially and adversely affecting our financial condition or results of operations and the market value of its securities. Moreover, our operations could be materially disrupted if our employees remained at home and away from our principal places of business for extended period of time, which would have a material and adverse effect on our financial condition or results of operations and the market value of its securities.

 

 

4.       Other Risks

 

Indonesian Corporate Disclosure Standards differ in significant respects from those applicable in other countries, including the United States

 

As an IDX and NYSE listed company, we are subject to regulatory and exchange corporate governance and reporting requirements in multiple jurisdictions. There may be less publicly-available information about Indonesian public companies,

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including us, than is regularly disclosed by public companies in countries with more mature securities markets. As a result, investors may not have access to the same level and type of disclosure as that available in other countries, and comparisons with other companies in other countries may not be possible in all respects.

 

Our financial results are reported to OJK (as the successor to Bapepam-LK) in conformity with IFAS, which differs in certain significant respects from IFRS, and we distribute dividends based on profit for the year attributable to owners of the parent company and net income per share determined in reliance on IFAS

 

In accordance with the regulations of OJK and the IDX, we are required to report our financial results to OJK in conformity with IFAS. We have provided to OJK our financial result for the financial year ended December 31, 2014, on March 6, 2015, which we furnished to the SEC on a Form 6-K dated April 2, 2015, which contains our audited Consolidated Financial Statements as of December 31, 2014 and for the year then ended and prepared in conformity with IFAS. IFAS differs in certain significant respects from IFRS, and, as a result, there are differences between our financial results as reported under IFAS and IFRS, including profit for the year attributable to owners of the parent company and net income per share. We distribute dividends based on profit for the year attributable to owners of the parent company and net income per share determined in reliance on IFAS.

 

Using IFAS results, our profit for the year attributable to owners of the parent company would be Rp14,205  billion and Rp14,638 billion for 2013 and 2014, respectively and our net income per share would be Rp147.42  and Rp149.83 for 2013 and 2014, respectively. Dividends declared per share were Rp102.40 for fiscal year 2013. The dividends declare per share for the year 2014 will be decided at the 2015 AGMS, scheduled for April 17, 2015.

 

We are incorporated in Indonesia and it may not be possible for investors to effect service of process or enforce judgments, on us within the United States or to enforce judgments of a foreign court against us in Indonesia

 

We are a limited liability company incorporated in Indonesia, operating within the framework of Indonesian laws relating to Indonesian companies with limited liability, and all of our significant assets are located in Indonesia. In addition, our Commissioners and our Directors reside in Indonesia and a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult for investors to effect service of process, or enforce judgments on us or such persons within the US, or to enforce against us or such persons in the US, judgments obtained in US courts.

 

We have been advised by Hadiputranto, Hadinoto & Partners our Indonesian legal advisor that judgments of US courts, including judgments predicated upon the civil liability provisions of the US federal securities laws or the securities laws of any state within the US, are not enforceable in Indonesian courts, although such judgments could be admissible as non-conclusive evidence in a proceeding on the underlying claim in an Indonesian court. They have also advised that there is doubt as to whether Indonesian courts will enter judgments in original actions brought in Indonesian courts predicated solely upon the civil liability provisions of the US federal securities laws or the securities laws of any state within the US. As a result, the claimant would be required to pursue claims against us or such persons in Indonesian courts.

 

Our controlling shareholder’s interest may differ from those of our other shareholders

 

The Government has a controlling stake of 52.56% of our issued and outstanding shares of common stock and the ability to determine the outcome of all actions requiring the approval of the shareholders. The Government also holds our one Series A Dwiwarna share, which has special voting rights and veto rights over certain matters, including the election and removal of our Directors and Commissioners. It may also use its powers as majority shareholder or under the Dwiwarna share to cause us to issue new shares, amend our Articles of Association or bring about actions to merge or dissolve us, increase or decrease our authorized capital or reduce our issued capital, or veto any of these actions. One or more of these may result in the delisting of our securities from certain exchanges. Further, through the MoCI, the Government exercises regulatory power over the Indonesian telecommunications industry.

 

As of December 31, 2014, the Government had a 14.29% equity stake in PT Indosat Tbk. ("Indosat"), which compete with us, in fixed IDD telecommunications services, and competes in cellular services of our majority owned subsidiary, Telkomsel. The Government's stake includes the Series A Dwiwarna share which has special voting rights and veto rights over certain strategic matters under Indosat's Articles of Association, including decisions on dissolution, liquidation and bankruptcy, and also permits the Government to nominate one Director to its Board of Directors and one Commissioner to its Board of Commissioners. There may thus be instances where the Government’s interests will conflict with ours. There is no assurance that the Government will not direct opportunities to Indosat or favor Indosat when exercising regulatory power over the Indonesian telecommunications industry. If the Government were to give priority to Indosat’s business over ours or to expand its stake in Indosat, our business, financial condition, and results of operations and prospects could be materially and adversely affected.

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B.      Risks Related to Our Business

 

1.       Operational Risks

 

A material failure in the continuing operations of our network, certain key systems, gateways to our network or the networks of other network operators could adversely affect our business, financial condition, results of operations and prospects

 

We depend to a significant degree on the uninterrupted operation of our network to provide our services. For example, we depend on access to our fixed wireline network (“PSTN”) for the operation of our fixed line network and the termination and origination of cellular telephone calls to and from fixed line telephones, and a significant portion of our cellular and international long-distance call traffic is routed through the PSTN. We also depend on access to an internet and broadband network and a cellular network. Our integrated network includes a copper access network, fiber optic access network, BTSs, switching equipment, optical and radio transmission equipment, an IP core network, satellite and application servers.

 

In addition, we also rely on interconnection to the networks of other telecommunications operators to carry calls and data from our subscribers to the subscribers of operators both within Indonesia and overseas. We also depend on certain technologically sophisticated management information systems and other systems, such as our customer billing system, to enable us to conduct our operations. Our network, including our information systems, IT and infrastructure and the networks of other operators with whom our subscribers are interconnected, are vulnerable to damage or interruptions in operation from a variety of sources including earthquake, fire, flood, power loss, equipment failure, network software flaws, transmission cable disruption or similar events.

 

Although we have a comprehensive business continuity plan and disaster recovery plan which we test and strive to improve, we cannot guarantee that the implementation of such plans will be completely or partially successful should any portion of network be severely damaged or interrupted. Any failure that results in an interruption of our operations or of the provision of any service, whether from operational disruption, natural disaster or otherwise, could adversely affect our business, financial condition, results of operations and prospects.

 

Our networks, face both potential physical and cyber security threats, such as theft, vandalism and acts intended to disrupt operations, which could adversely affect our operating results

 

Our networks and equipment, particularly our wireline access network, face both potential physical and cyber security threats. Physical threats include theft and vandalism of our equipment and organized attacks against key infrastructure intended to disrupt operations. In addition, telecommunications companies worldwide face increasing cyber security threats as businesses become increasingly dependent on telecommunications and computer networks and adopt cloud computing technologies. Cyber security threats include gaining unauthorized access to our systems or inserting computer viruses or malicious software in our systems to misappropriate consumer data and other sensitive information, corrupt our data or disrupt our operations. Unauthorized access may also be gained through traditional means such as the theft of laptop computers, portable data devices and mobile phones and intelligence gathering on employees with access.

 

Although we have not experienced any material successful cyber attacks to date that have affected our operations, our network and our website are frequently targeted by cyber attacks. A successful cyber attack may lead us to incur substantial costs to repair damage or restore data, implement substantial organizational changes and training to prevent future similar attacks and lost revenues and litigation costs due to misused sensitive information, and cause substantial reputational damage. We take preventive and remedial measures, including enhanced cooperation with the police, particularly in areas prone to criminal activity and regular upgrades of our data security measures. However, there is no assurance that our physical and cyber security measures will be successful. Damage to our network, equipment or data and the need to repair such damage resulting from a physical or cyber attack may materially and adversely affect our business, financial condition and operating results. Our networks face potential security threats, such as theft or vandalism, which could adversely affect our operating results.

 

We face a number of risks relating to our internet-related services

 

In addition to cyber security threats, because we provide connections to the internet and host websites for customers and develop internet content and applications, we may be perceived as being associated with the content carried over our network or displayed on websites that we host. We cannot and do not screen all of this content and may face litigation claims due to a perceived association with this content. These types of claims can be costly to defend, divert management resources and attention, and may damage our reputation.

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A revenue leakage might occur due to internal weaknesses or external factors and if this happened it could have an adverse effect on our operating results

 

A revenue leakage is a generic risk for all telecommunications operators. We may face revenue leakage problems or problems with collecting all the revenues to which we may be entitled, due to the possibility of weaknesses at the transactional level, delay in transaction processing, dishonest customers or other factors.

 

We have taken some preventive measures against the possibility of revenue leakage by increasing control functions in all of our existing business process, implementing revenue assurance methods, employing adequate policies and procedures as well as implementing information systems applications to minimize revenue leakages. Nonetheless, there is no assurance that in the future there will be no significant revenue leakages or that any such leakages will not have a material adverse affect on our operating results.

 

New technologies may adversely affect our ability to remain competitive

 

The telecommunications industry is characterized by rapid and significant changes in technology. We may face increasing competition due to technologies currently under development or which may be developed in the future. Future development or application of new or alternative technologies, services or standards could require significant changes to our business model, the development of new products, the provision of additional services and substantial new investments by us. New products and services may be expensive to develop and may result in the introduction of additional competitors into the marketplace. We cannot accurately predict how emerging and future technological changes will affect our operations or the competitiveness of our services. Furthermore, we cannot guarantee that we will be able to effectively integrate new technologies into our existing business model.

 

For example, due to competition and the increasing popularity of mobile cellular platforms, our fixed wireless revenues and ARPU has been declining in recent years. On June 27, 2014, we entered into a Conditional Business Transfer Agreement with Telkomsel to transfer the Flexi business, with effect from October 1, 2014, and migrate Flexi subscribers to Telkomsel. We plan to continue to operate the Flexi service until the end of 2015 or until our remaining Flexi customers have migrated to Telkomsel, if earlier. In the meantime, we continue to encourage our fixed wireless customers to enter into plans operated by Telkomsel. We cannot assure you that we will be successful in migrating our fixed wireless subscribers onto Telkomsel's mobile cellular platform, as competition from other mobile cellular providers is intense.

 

As part of our continuing development of our TIMES business, we continue to seek to develop businesses through which we also provide content to our telecommunications subscribers. We do not yet have substantial experience as a content provider therefore we cannot assure you that we will be able to effectively manage the growth of this business.

 

We cannot assure you that our technologies will not become obsolete, or be subjected to competition from new technologies in the future, or that we will be able to acquire new technologies necessary to compete in changed circumstances on commercially acceptable terms. Our failure to react to rapid technological changes could adversely affect our business, financial condition, results of operations and prospects.

 

Our satellites have limited operational life they may be damaged or destroyed during in-orbit operation or suffer launch delays or failures. The loss or reduced performance of our satellites, whether caused by equipment failure or its license being revoked, may adversely affect our financial condition, results of operations and ability to provide certain services

 

Our Telkom-1 and Telkom-2 satellites have a limited operational life, currently estimated to end approximately in 2015 and 2020, respectively. A number of factors affect the operational lives of satellites, including the quality of their construction, the durability of their systems, subsystems and component parts, on-board fuel reserves, accuracy of their launch into orbit, exposure to micrometeorite storms, or other natural events in space, collision with orbital debris, or the manner in which the satellite is monitored and operated. We currently use satellite transponder capacity on our satellites in connection with many aspects of our business, including direct leasing of such capacity and routing for our international long-distance and cellular services.

 

Moreover, International Telecommunication Union (“ITU”) regulations specify that a designated satellite slot has been allocated for Indonesia and the Government has the right to determine which party is licensed to use such slot. While we currently hold a license to use the designated satellite slot, in the event our Telkom-1 and Telkom-2 satellites experience technical problems or failure, the Government may determine that we have failed to optimize the existing slot under our license, which may result in the Government withdrawing our license. We cannot assure you that we will be able to maintain use of the designated satellite slot in a manner deemed satisfactory by the Government.

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In anticipation of the growth in demand for satellite services and to support our business strategy with regard to providing TIME services, we signed a contract in 2009 for the procurement of the Telkom-3 Satellite System. However, due to a launch failure in August 2012, the Telkom-3 satellite ended up in an unusable orbit. Although we had fully insured the cost of the satellite, the loss of the Telkom-3 satellite will require us to lease transponder capacity from a third party provider to fulfill our commitments to our satellite operations customers, with likely lower margins than we would have received from the use of Telkom-3 had it been successfully launched. We have entered into a contract for the construction of a replacement satellite, the Telkom-3S, which is currently planned for launch in late 2016. Although the Telkom-1 satellite may still be operational for several years after the end of its currently estimated operational lifespan in 2015, if there is any delay in the development and launch of the Telkom-3S, or if the operational life of the Telkom-1 satellite ends before the Telkom-3S  is successfully launched, or damage or failure renders our existing satellites unfit for use, we would need to lease additional transponder capacity from a third party, which would likely increase our costs of operations. Failure to lease adequate satellite capacity from a third party provider may also result in service interruptions and/or a cessation of our satellite operations. The termination of our satellite business could increase expenses associated with our provision of other telecommunications services, particularly in the eastern parts of Indonesia which currently rely largely on satellite coverage for telecommunications services and could adversely affect our business, financial condition and results of operations.

 

2.       Financial Risks

 

We are exposed to interest rate risk

 

Our debt includes bank borrowings to finance our operations. Where appropriate, we seek to minimize our interest rate risk exposure by entering into interest rate swap contracts to swap floating interest rates for fixed interest rates over the duration of certain borrowings. However, our hedging policy may not adequately cover our exposure to interest rate fluctuations and this may result in a large interest expense and an adverse effect on our business, financial condition and results of operations.

 

Changes in the economic situation in the United States, including improvement or expectations of improvement in the U.S. economy, may also have an impact on Southeast Asia and Indonesia. Expectations of the United States Federal Reserve tapering its bond buying program on an improving economy resulted in, among other things, the weakening of equity and bond markets around the world and a number of Asian currencies including the Rupiah since May 2013. In part, in an effort to support the Rupiah, in June 2013, Bank Indonesia began raising its benchmark reference rate from a record low of 5.75% which was set in February 2012. The benchmark reference rate has risen six  times between June 2013 and November 201 to 7.75% before decreasing to 7.50% on February 2015. The increase of Bank Indonesia reference rate in 2013 and 2014 were  followed by increases in the JIBOR and Bank Indonesia Certificate (“SBI”) interest rates. There can be no assurance that the Bank Indonesia reference rate, JIBOR or SBI rate will not rise again in the future.

 

We may not be able to successfully manage our foreign currency exchange risk

 

Changes in exchange rates have affected and may continue to affect our financial condition and results of operations. Most of our debt obligations are denominated in Indonesian Rupiah and a majority of our capital expenditures are denominated in US Dollars. Most of our revenues are denominated in Indonesian Rupiah and a portion is denominated in US Dollars (for example from international services). We may also incur additional long-term indebtedness in currencies other than the Indonesian Rupiah, including the US Dollars, to finance further capital expenditures.

 

Overall, our financial risk management program aims to minimize losses on the financial assets and financial liabilities arising from fluctuation of foreign currency exchange rates. We have a written policy for foreign currency risk management, which mainly covers time deposits placements and hedging to cover foreign currency risk exposure for periods ranging from three to twelve months.

 

The exchange rate of Indonesian Rupiah is relatively fluctuative to the US Dollar and in the future, we can give no assurance that we will be able to manage our exchange rate risk successfully or that our business, financial condition or results of operations will not be adversely affected by our exposure to exchange rate risk.

 

We may be unable to fund the capital expenditures needed for us to remain competitive in the telecommunications industry in Indonesia

 

The delivery of telecommunications services is capital intensive. In order to be competitive, we must continually expand, modernize and update our telecommunications infrastructure technology, which involves substantial capital investment. For the years ended December 31, 2012, 201 and 2014, our actual consolidated capital expenditures totaling  Rp17,272  billion,  

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Rp24,898  billion, and Rp24,661 billion (US$1,991 million), respectively. Our ability to fund capital expenditures in the future will depend on our future operating performance, which is subject to prevailing economic conditions, levels of interest rates and financial, business and other factors, many of which are beyond our control, and upon our ability to obtain additional external financing. We cannot assure you that additional financing will be available to us on commercially acceptable terms, or at all. In addition, we can only incur additional financing in compliance with the terms of our debt agreements. Accordingly, we cannot assure you that we will have sufficient capital resources to improve or expand our telecommunications infrastructure technology or update our other technologies  to the extent necessary to remain competitive in the Indonesian telecommunications market. Our failure to do so could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

3.       Legal and Compliance Risks

 

If we are found liable for price fixing by the Indonesian Anti-Monopoly Committee and for class action allegations, we may be subjected  to substantial liability which could lead to a decrease in our revenue and affect our business, reputation and profitability

 

The Company, Telkomsel and seven other local operators are being investigated by The Commission for the Supervision of Business Competition (“Komisi Pengawasan Persaingan Usaha” or “KPPU”) for allegations of SMS cartel practices. As a result of the investigations on June 17, 2008, KPPU found that the Company, Telkomsel and certain other local operators had violated Law No. 5 year 1999 article 5 and charged the Company and Telkomsel penalty in the amounts of Rp18 billion and Rp25 billion, respectively.

 

Management believes that there are no such cartel practices that led to a breach of prevailing regulations. Accordingly, the Company and Telkomsel filed an appeal with the Bandung District Court and South Jakarta District Court on July 14, 2008 and July 11, 2008, respectively.

 

Due to the filing of the case by operators in various courts, the KPPU subsequently requested the Supreme Court (SC) to consolidate the cases into the Central Jakarta District Court. Based on the SC’s decision letter dated April 12, 2011, the SC appointed the Central Jakarta District Court to investigate and resolve the case.

 

There can be no assurance that other subscribers, people, or partners will not file similar cases in the future, or that we would not be subject to adverse verdicts which could have an adverse effect on our business, reputation and profitability.

 

Forward-looking statements may not be accurate

 

This Annual Report incorporates forward-looking statements that include announcements regarding our current goals and projections of our operational performance and future business prospects. The words “believe”, “expect”, “anticipate”, “estimate”, “project” and similar words identify forward-looking statements. In addition, all statements, other than statements that contain historical facts, are forward-looking statements. While we believe that the expectations contained in these statements are reasonable, we cannot give an assurance that they will be realized. These forward-looking statements are subjected to a number of risks and uncertainties, including changes in the economic, social and political situation in Indonesia and other risks described in "Risk Factors". All forward-looking statements, written or verbal, made by us or by persons on behalf of us are deemed to be subject to those risks.

 

4.       Regulation Risks

 

We operate in a legal and regulatory environment that is undergoing significant change. These changes may result in increased competition, which may result in reduced margins and operating revenue, among other things. These changes may also directly reduce our margins or reduce the costs of our competitors. These adverse changes resulting from regulation may have a material adverse effect on us.

 

Reformation in Indonesian telecommunications regulation initiated by the Government in 1999 have, to a certain extent, resulted in the industry’s liberalization, including removal of barriers to entry and the promotion of competition. However, in recent years, the volume and complexity of regulatory changes has created an environment of considerable regulatory uncertainty. In addition, as the legal and regulatory environment of the Indonesian telecommunications sector continue to change, competitors, potentially with greater resources than us, may enter the Indonesian telecommunications sector and compete with us in providing telecommunications services. Furthermore, it is impossible to anticipate the regulatory policies that will be applied to new technologies.

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We derive substantial revenue from interconnection services because we have the largest network in Indonesia and our competitors must pay tariffs to connect to our network. As regulated by the MoCI, although SMS interconnection rates as a result of ITRB No.60/BRTI/III/2014 and No.125/BRTI/IV/2014 increase from Rp23 to Rp24, effective from April 2014, SMS interconnection rates have been decreasing prior to that in recent years and may decrease again in the future.

 

The termination of Telkomsel’s premium SMS services from October 2011 as a result of MoCI Regulation No.1/PER/M.KOMINFO/01/2009 resulted in a substantial reduction in our revenues from these services. These  services were resumed by Telkomsel from August 6, 2013 as allowed under MoCI Regulation No.21 year of 2013 dated July 26, 2013, regarding the Operation of Content Provider Services on Mobile Cellular Network and Local Fixed Wireless Network with Limited Mobility, as last amended by MoCI Regulation No.6 of 2015, which replaced MoCI Regulation No.1/PER/M.KOMINFO/01/2009. However, pursuant to the new decree, premium SMS service providers are required to meet stricter requirements that aremore difficult to comply with. Accordingly we do not expect revenues from premium SMS services to return to levels seen prior to October 2011.

 

In the future, the Government may announce or implement other regulatory changes which may adversely affect our business or our existing licenses. We cannot assure you that we will be able to compete successfully with other domestic and foreign telecommunications operators, that regulatory changes will not disproportionately reduce our competitors’ costs or disproportionately reduce our revenues, or that regulatory changes, amendments or interpretations of current or future laws and regulations promulgated by the Government will not have a material adverse effect on our business and operating results.

 

The entry of additional Indonesian telecommunications operators as providers of international direct dialing services could adversely affect our international telecommunications services operating margins, market share and results of operations

 

We obtained a license and entered the international long-distance service market in 2004 and acquired a significant market share for IDD services by the end of 2006. Indosat, one of our primary competitors, entered this market prior to us and continues to maintain a substantial market share for IDD services. Bakrie Telecom was awarded an IDD license in 2009 to provide international long distance service using the “009” access code. There is a possibility that other operators will be granted IDD licenses in the future. The operations of incumbents and the entrance of new operators into the international long-distance market, including the VoIP services provided by such operators, continue to pose a significant competitive threat to us. We cannot assure you that such adverse effects will not continue or that such increased competition will not continue to erode our market share or adversely affect our fixed telecommunications services operating margins and results of operations.

 

We face risks related to the opening of new long distance access codes

 

In an attempt to liberalize DLD services, the Government issued regulations assigning each provider of DLD services a three-digit access code to be dialed by customers making DLD calls. In 2005, the MoCI announced that a three-digit access code for DLD calls will be implemented gradually within five years and that it would assign us the “017” DLD access code for five major cities, including Jakarta, and allow us to progressively extend it to all other area codes. Indosat was assigned “011” as its DLD access code. We were required to open DLD access codes in all remaining areas on September 27, 2011, by which date our network was ready to be opened up to the three-digit DLD access code in all coded areas throughout Indonesia.

 

However, we believe that the cost for operators who have not upgraded their network infrastructure to open their networks to the three-digit access code to do so is significant. To date, other than for Balikpapan, neither of the OLOs have made a request to us to connect their networks to enable their DLD access codes to be accessible. As such, we believe that other than Balikpapan, none of the DLD access codes for any of the licensed operators are usable by customers of other operators. However, if they do so in the future, the implementation of any new DLD access codes can potentially increase competition by offering our subscribers more options for DLD services. In addition, the opening of new DLD access codes is expected to result in increased competition and less cooperation among industry incumbents, which may result in reduced margins and revenues, among other things, all of which may have a material adverse effect on us.

 

Regulations for the configuration of BTS towers may delay the set up of new BTS towers or changes in the placement of existing towers, and may erode our leadership position by requiring us to share our towers with our competitors

 

In 2008 and 2009, the Government issued regulations relating to the construction, utilization and sharing of BTS towers. Pursuant to the regulations, the construction of BTS towers requires permits from the local government. The local government has a right to determine the placement of the towers, the location in which the towers can be constructed, and also to determine a license fees to build tower infrastructure. These regulations also oblige us to allow other telecommunication operators to lease space and utilize our telecommunications towers without any discrimination.

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These regulations may adversely affect us in the allocation, development or expansion plan of our new BTS towers as setting up of our new towers will become more complicated. They may also adversely affect our existing BTS towers if local governments require any changes in the placement of the existing towers.

 

The requirement that we share space on our telecommunications towers may also disadvantage us by requiring that we allow our competitors to expand quickly, particularly in urban areas where new space for additional towers may be difficult to obtain. Effective 2011, local Governments are permitted to assess fees of up to 2.0% of the tax assessed value of towers. Although only several local government and assessed such fees and have not been  material, there can be no assurance that they will not be material in the future.

 

5.       Risks Related to Our Fixed Telecommunication Business

 

We may further lose wireline telephone subscribers and revenues derived from our wireline voice services may continue to decline, which may materially adversely affect our results of operations, financial condition and prospects

 

Revenues derived from our wireline voice services have declined during the past several years mainly due to the increasing popularity of mobile voice services and other alternative means of communication. Tariffs for mobile services have declined in recent years which has further accelerated substitution of mobile for wireline voice services. While the number of our fixed wireline subscribers increased by 4.5% in  2013 and increased by 3.7% at the end of 2014, revenues from our wireline voice services decreased by 8.3% in 201 and by 2.2% in 2014. The percentage of revenues derived from our wireline voice services out of our total revenues continued to decrease from 10.4% in 201 to 9.4% in 2014

 

We have been taking various measures in order to stabilize our revenues from wireline voice services. However, we cannot assure you that we will be successful in mitigating the adverse impact of the substitution of mobile voice services and other alternative means of communication for wireline voice services or in reducing the rate of decline in our revenues generated from wireline voice services. Migration from wireline voice services to mobile services and other alternative means of communication may further intensify in the future, which may affect the financial performance of our wireline voice services and thus materially and adversely affect our results of operations, financial condition and prospects as a whole.

 

Our data and internet services are facing increasing competition, and we may experience declining margins from such services as such competition intensifies

 

Our data and internet services are facing increase competition from other data and internet operators as well as mobile operators. The number of mobile broadband subscribers have increased with the increasing  popularity of smart phones in Indonesia, which adversely affects our market share and revenues from our fixed line  data and internet services.

 

In 2013, the regulator permitted the Wi-Max operators to deploy the long term evolution (“LTE”) technology which will further intensify competition in the broadband internet space.

 

We have been taking various measures in order to mitigate the impact of intense competition in our data and internet businesses. However, we cannot assure you that we will be successful in mitigating such adverse impact. Competition may further intensify in the future, which may affect the financial performance of our data and internet services and thus materially and adversely affect our results of operations, financial condition and prospects as a whole.

 

6.       Competition Risks Related to Our Cellular Business (Telkomsel)

 

Competition from existing service providers and new market entrants may adversely affect our cellular services business

 

The Indonesian cellular services business is highly competitive. Competition among cellular services providers in Indonesia is based on various factors, including pricing, network quality and coverage, the range of services, features offered and customer service. Our cellular services business, operated through our majority-owned subsidiary, Telkomsel, competes primarily against Indosat and XL. Several other smaller GSM and CDMA operators also provide cellular services in Indonesia, including PT Hutchison CP Telecommunications (“Hutchison”), Smart Telecom and Bakrie Telecom. In addition to current cellular service providers, the MoCI may license additional cellular service providers in the future, and such new entrants may compete with us.

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A number of consolidations among Indonesian operators have taken place in recent years. In March 2010, Smart Telecom and Mobile-8 announced the signing of a cooperation agreement to use the same logo and brand under the brand name "smartfren". On January 18, 2011, Mobile-8 acquired a significant number of shares in Smart Telecom, and on April 12, 2011 PT Mobile-8 Telecom Tbk. changed its name to PT Smartfren Telecom Tbk. XL-Axiata completed the acquisition of a majority interest in PT Axis Telekom in March 2014 and merged in April 2014. The merger resulted in XL-Axiata  becoming one of the three largest operators and also acquiring additional frequency allocations to facilitate its plans to implement LTE (4G) technology. Further operator consolidation is likely in order to ensure that each operator can remain competitive, reduce operational costs and also to rebalance”  the broadband mobile frequency spectrum that require wider frequency bandwidth. The MoCI also supports operator consolidation, as it has been reluctant to issue new licenses for cellular players in recent years.While operator consolidation may lead to improved conditions in the cellular telecommunication industry, it also present challenges for Telkomsel in maintaining its market position.

 

7.       Risks Related to Development of New Businesses

 

We believe that efforts to develop new businesses other than the telecommunication business as well as international expansion are necessary to ensure continuing business growth. This is undertaken through the activities of our subsidiaries, primarily Metra and TII. Risks related to new business development include competition from established players, suitability of business model, the need to acquire new expertise in the new areas of operation, and risks related to online media which include intellectual property, consumer protection and confidentiality of customer data.

 

Focusing on international expansion is  one of our strategic business intiatives. In particular, we have started expansion into seven countries, namely Hong Kong-Macau, Timor Leste, Australia, Myanmar, Malaysia, Taiwan, and the United States of America. Expanding our operations internationally exposes us to a number of risks associated with operating in new jurisdictions for  example, our international operations could be adversely affected by political or social instability and unrest, by regulatory changes, such as an increase in taxes applicable to our operations, macroeconomic instability, limitations on or controls on the foreign exchange trade, competition from local operators, difference in consumer preferences and a lack of expertise in the local markets in which we will be in operation. Any of these factors could cause our expected returns from our expansion to be limited and could have a material and adverse effect on our business, results of operations and financial condition.

 

 

ITEM 4. INFORMATION ON THE COMPANY

A.      HISTORY AND DEVELOPMENT OF THE COMPANY

TELKOM INDONESIA PROFILE

Name of the Company

:

Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk

Abbreviated Name

:

PT Telkom Indonesia Tbk (Persero)

Commercial Name

:

Telkom

Line of Business

:

Telecommunication and network services

Group of Business

:

Good and Service Trading

Taxpayer Identification Number

:

01.000.013.1-093.000

Certificate of Company Registration

:

101116407740

Business License

:

510/3-0689/2013/7985-BPPT

Domicile

:

Bandung

Address

:

Gedung Graha Merah Putih, Jl. Japati No. 1, Bandung, West Java, Indonesia 40133

Telephone

:

+62-22-4521404

Facsimile

:

+62-22-7206757

Website

:

www.telkom.co.id

Email

:

corporate_comm@telkom.co.id, investor@telkom.co.id

Rating

:

idAAA (Pefindo) for 2012, 2013 and 2014

Date of Legal Establishment

:

November 19, 1991

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Legal Basis of Establishment

:

Based on Government Regulation No.25/1991, we were converted from a state agency existing at that time to a state-owned limited liability corporation based on the Notarial Deed of Imas Fatimah, S.H. No. 128 dated September 24, 1991 which was approved by the Ministry of Justice of the Republic of Indonesia in its Decision Letter No.C2-6870.HT.01.01 Th. 1991 dated November 19, 1991 and was published in State Gazette No. 5 dated January 17, 1992, Supplement No. 210. The Articles of Association has been amended several times, the latest amendment of which was about, among others, the change of capital structure through the Company’s 5-for-1 stock split whereby each share with par value of Rp250 would be split into Rp50 per share, and the Partnership and Community Development Programme (“PKBL”) was excluded from the Work Plan and Company Budgets, based on notarial deed No. 11 dated May 8, 2013 of Ashoya Ratam, S.H., MKn. The latest amendment was accepted and approved by the Ministry of Law and Human Rights of the Republic of Indonesia (“MoLHR”) in its Letter No. AHU-AH.01.10-22500 dated June 7, 2013 and was published in State Gazette No. 26 dated April 1, 2014, Supplement No. 2990/L

Ownership

:

The Government of the Republic of Indonesia 52.56%

Public 47.44%

Listings

:

The Company's shares were listed on the Indonesia Stock Exchange  (“IDX”, previously Jakarta Stock Exchange and Surabaya Stock Exchange Jakarta, Indonesia and The New York Stock Exchange (“NYSE”) New York, United State of America on November 14, 1995. Since June 5, 2014, Telkom shares are no longer traded on the London Stock Exchange (“LSE”) and since May 16, 2014, Telkom shares ceased to be registered on the Tokyo Stock Exchange (“TSE”) in Japan.

Stock Code

:

TLKM on IDX

TLK on NYSE

Authorized Capital

:

1 Series A Dwiwarna share and 399,999,999,999 Series B shares

Issued and Fully Paid Capital

:

1 Series A Dwiwarna share  and 100,799,996,399 Series B shares 

Service Offices

:

1 Head Office

7 Regional Division (“Divre") Offices

and 58 Regional Telecommunications ("Witel")

Service Offices consisting of

:

572 Plasa Telkom outlets

1 Foreign GraPARI in Hong Kong

409 GraPARI (including third party managed outlets)

268 units Mobile GraPARI

 

Public Accountants

KAP Purwantono, Suherman & Surja

Member Firm of Ernst & Young Global Limited

Indonesia Stock Exchange Building Tower 2, 7th Floor

Jl. Jenderal Sudirman Kav. 52-53

Jakarta 12190

 

Registrar

PT Datindo Entrycom

Wisma Sudirman

Jl. Jenderal Sudirman Kav 34-35

Jakarta 10220

 

Trustee

PT CIMB Niaga Tbk.

Graha Niaga, 20th Floor

Jl. Jenderal  Sudirman Kav. 58

Jakarta 12190

 

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Rating agency

PT Pefindo

Panin Tower Senayan City, 17th Floor

Jl. Asia Afrika Lot. 19

Jakarta 10270

Custodian

PT Kustodian Saham Efek Indonesia (KSEI - Indonesian Central Securities Depository)

Indonesia Stock Exchange Building Tower 1, 5th Floor

Jl. Jenderal Sudirman Kav 52-53

Jakarta 12190

 

Depositary Receipts

The Bank of New York Mellon Corporation

101 Barclay Street

22nd Floor West

New York, NY 10286

United States of America

 

Authorized agent for sevice of process in US

Puglisi & Associate

850 Library Avenue, Suite 204,

Newark, Delaware, 19711

United States of America

 

Employee Union

Serikat Karyawan (SEKAR) Telkom

 

The information found on our website listed above does not form part of this Form 20-F and is not incorporated by reference herein. Information about the legislation under which we operate is provided elsewhere in this Form 20-F. A description, including the amount invested, of our principal capital expenditures and divestitures (including interests in other companies), since the beginning of our last three financial years and information concerning our principal capital expenditures is contained elsewhere in this Form 20-F.

 

Telkom Indonesia HISTORY AND Milestones

 

1856-1884

On October 23, 1856, the Dutch Colonial Government deployed the first electromagnetic telegraph service operation in Indonesia, which connected Jakarta (Batavia) and Bogor (Buitenzorg). We consider this event to be part of the beginnings of Telkom’s history and have thus adopted October 23 as the anniversary of ou “beginning”.

 

In 1884, the Dutch Colonial Government established a private entity, "Post en Telegraafdienst" to provide postal and telegraph services.

 

1906-1965

In 1906, the Dutch Colonial Government established a Government agency to assume control postal services and telecommunications in Indonesia, named Jawatan Pos, Telegrap dan Telepon (Post, Telegraph en Telephone Dienst/PTT). In 1961, its status was changed to newly-established state-owned company, Perusahaan Negara Pos dan Telekomunikasi (PN Postel). In 1965, the Government separated postal and telecommunications services by dividing PN Postel into Perusahaan Negara Pos dan Giro (PN Post & Giro) and Perusahaan Negara Telekomunikasi (PN Telekomunikasi).

 

1974

PN Telekomunikasi was turned into Perusahaan Umum Telekomunikasi Indonesia (Perumtel), which provided domestic and international telecommunications services, and subsequently spun-off PT Industri Telekomunikasi Indonesia (PT INTI), which manufactured telecommunications equipment, into an independent company.

 

1991

Perumtel was transformed into a state-owned limited liability corporation and renamed Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia (Telkom) under Government Regulation No. 25 of 1991. Our business operations was then divided into 12 telecommunication regions which was later reorganized in 1995 into seven regional divisions (Divre), namely Divre I Sumatra, Divre II Jakarta and the surrounding areas, Divre III West Java, Divre IV Central Java and Yogyakarta, Divre V East Java, Divre VI Kalimantan, and Divre VII Eastern Indonesia.

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1995

On May 26, 1995, we and Indosat established Telkomsel, our Initial Public Offering/IPO was on November 14, 1995, with our shares listed on the Jakarta Stock Exchange (now IDX) and SSX. Our shares were also listed on the NYSE and the LSE in the form of American Depositary Shares (“ADSs”), and were publicly offered without listing on the TSE

 

1999

Law No. 36/1999 on the Elimination of Telecommunications Monopoly, which became effective in September 2000, facilitated the entrance of new players to foster competition in the telecommunications industry.

 

 

2001

We acquired 35% of Telkomsel shares from Indosat as part of the restructuring of the telecommunications service industry in Indonesia, which was characterized by the elimination of joint ownership and cross-ownership between us and Indosat. With this transaction, we controlled 77.7% shares in Telkomsel. Indosat then took over 22.5% of our shares in Satelindo and 37.7% of our shares in PT Aplikanusa Lintasarta. At the same time, we lost our exclusive rights as the sole operator of fixed line services in Indonesia.

 

2002

We divested 12.72% of Telkomsel shares to Singapore Telecom Mobile Pte Ltd (SingTel Mobile), and were left with 65% of shares in Telkomsel.

 

We acquired the entire share capital of PINS in three stages, with 30% of the shares acquired on the date of the contract on August 15, 2002, 15% on September 30, 2003 and the remaining 55% on December 31, 2004.

 

2004

We launched an international direct dialing service for fixed lines with the access code 007.

 

2005

TheTelkom-2 Satellite was launched to replace all satellite transmission services that were previously provided by Palapa B-4, which brought the total of satellite launched by us to eight satellites, including Palapa A-1.

 

2009

We underwent a transformation from an information telecommunication company to Telecommunication, Information, Media and Edutainment (TIME Company. Our new image was introduced to the public with a new corporate logo and tagline of "the world in your hand".

 

2010

The Submarine fiber optic cable project JaKaLaDeMa linking Java, Kalimantan, Sulawesi, Denpasar, and Mataram was successfully completed in April 2010.

 

2011

We commenced the reform of the telecommunications infrastructure through the Telkom Nusantara Super Highway project, which unites the archipelago from Sumatra to Papua, as well as the True Broadband Access project to provide internet access with a capacity of 20-100 Mbps to customers throughout Indonesia.

 

2012

We increased broadband penetration through the development of Indonesia Wi-Fi to as part of our “Indonesia Digital Network” program. We reconfigured our business portfolio from TIME to TIMES (Telecommunication, Information, Media, Edutainment & Service) to increase business value creation.

 

2013

As of 2013, we have been operating in seven countries, namely, Hong Kong-Macau, Timor Leste, Australia, Myanmar, Malaysia, Taiwan, and the United States of America.

 

2014

We were the first operator in Indonesia to commercially launch 4G services in December 2014.

 

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B.      BUSINESS OVERVIEW 

CORPORATE STRATEGY

Our vision and mission is stated in our long-term plan approved by the Board of Commissioners on May 30, 2014 by the Decree of the BOC No. 11/KEP/DK/2014/RHS and amendment approved on December 31, 2014 by the Decree of the BOC No. 18/KEP/DK/2014/RHS.

 

Vision

Our vision is to become a leading Telecommunication, Information, Media, Edutainment and Services ("TIMES") player in the region, leading in terms of our performance on the financial and market aspects (revenue, net income, market capitalization) and being included in the leading telecommunication operators group (both of which only have telecommunication portfolio and TIMES) in the Asia region.

 

Mission

·         To provide "More for Less" service with respect to TIMES. This business model seeks to promote benefits before price, and to provide more benefits or value at a lower price; and

 

·         Being exemplary of best corporate management in Indonesia. We develop our quality of service standards in the Telkom Quality System based on international standards. We seek to manage our business using the best methods and tools applied by world-class companies, in order to be the best company in Indonesia and a role model for other companies.

 

STRATEGIC OBJECTIVE OF TELKOM

 

We have defined our corporate strategies broadly as follows:

 

1. Directional Strategy        : Sustainable competitive growth

2. Portfolio Strategy            : Converged TIMES portfolio

3. Parenting Strategy           : Strategic guidance

 

Directional Strategy refers to a sustainable competitive growth strategy that supports and grows our market capitalization.

 

Portfolio Strategy refers our strategy to develop a converged TIMES portfolio that provides seamless converged services (multiservice in multi device) by exploiting the synergies of the Telkom Group.

 

Parenting Strategy calls for us to manage multiple businesses with different maturity levels, and to tailor our parenting style to the particular characteristics of the business entity. To support growth, the strategic guidance covers all aspects of planning and optimizing of synergies within the Telkom Group.

 

To ensure that our business transformation is progressing well and thoroughly, from the Corporate to the Functional level, we applied the strategic formulation model in stages, namely, preparing the Corporate Strategy from a Strategic Situation Analysis (SSA), Strategy Formulation (SF), Strategy Implementation (SI), Strategy Evaluation & Control (SEC), and translating those deeper at the various levels from Division to Functional level.

 

Business Portfolio

 

As the largest TIMES service provider and a SOE, we serve millions of subscribers all over Indonesia. We booked a revenue of Rp82,967 billion for the year ended on December 31, 2013 and Rp89,696 billion for the year ended on December 31, 2014.

 

Our business does not experience significant seasonality. Historically and up to the present, the largest share of our revenue is contributed from services related with telecommunications, data and internet. As a TIMES provider, we continuously pursue innovation in other non-telecommunication sectors, and seek to build synergies among our products, services, and solutions.

 

Our converged TIMES portfolio is part of our business transformation. We have organized our TIMES portfolio into 15 business portfolios comprising of nine products portfolios and six customers portfolios.

 

Our business portfolios are classified under several business lines as follows:

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Telecommunication Business

Our telecommunication business portfolio include:

-    Fixed Services (fixed wireline services, fixed broadband, Wi-Fi)

-    Mobile Services (full mobility or cellular services and limited mobility, or fixed wireless services)

-    Network and Infrastructure Services (interconnection (including international traffic, network services, satellite, and tower)

 

Information Business

Our information business portfolio include:

-    Platform Services (Managed Applications and System Integration, Business Process Management, e-payment, premises integration, data center & cloud, and M2M (machine to machine)) 

-    Big Data

-    Ecosystem Solution (e-Health, e-Logistic, e-Tourism, e-Transportation, e-Education and e-Gov)

 

Media and Edutainment Business

Our media and edutainment business portfolio include:

-    Digital Life

-    Digital Home

-    Digital Advertising

 

Our customer portfolios include :

-    Personal  

-    Consumer/Home  

-    Business 

-    Enterprise  

-    Wholesale  

-    International 

 

Telecommunication Business

 

Our telecommunication business portfolios includes :

 

1.       Fixed Wireline Services

Our fixed wireline services include plain old telephone services (“POTS”), value-added services (“VAS”), intelligent network (“IN”) services and session initiation protocol (“SIP”) services. IN services are IP-based network services that are connected to our exchange systems and telecommunications network. SIP services are IP multimedia subsystem (“IMS”) services which combine wireless and fixed line technologies for voice and data communications.

 

In 2014, we continued our “More for Less” program, which helped to promote our fixed wireline business by offering fixed broadband and IPTV services as part of a bundle with our fixed wireline services.

 

2.       Fixed Broadband

Our primary non-cellular based broadband internet service, using ADSL and fiber optic technology, is offered under the commercial name “Speedy” (which is in the process of being rebranded to "IndiHome", which offers "triple play" services). We also provide a prepaid on-demand, “pay as you use” broadband internet service using Wi-Fi access under the commercial name of “@wifi.id” (previously “Speedy Instan”).  

 

3.       Cellular Services

We provide cellular communications services using GSM technology through our subsidiary, Telkomsel Cellular services (including  mobile data services) remained the largest contributor to our consolidated revenues in 2014. We have two primary types of cellular products and services postpaid services represented by kartuHalo and prepaid services represented by simPATI,  Kartu As and Loop.

         kartuHALO is a postpaid mobile communications service. As of December 31, 2014, kartuHalo had 2.9 million subscribers, compared with 2.5 million subscribers as of December 31, 2013.

         simPATI is a prepaid premium service that can be purchased at any cellular shop in the form of starter packs and top up vouchers. Our brand proposition is Discover Excitement” 

         Kartu As is a prepaid service with a more price sensitive market segment compared to simPATI.

         Loop  is a prepaid service that targets the youth segment through the provision of attractive data packages. We introduced Loop in 2014 as a new brand that targets youths with smart devices.

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In 2014, we continued with marketing programs for cellular services generally to promote sales and enhance awareness of Telkomsel's brands. We also focused on making our loyalty programs, such as Telkomsel Points, more attractive to our customers. We also launched 4G services in December 2014, with initial coverage in Jakarta and Bali, and were the first operator in Indonesia to launch 4G services commercially. Our mobile cellular subscriber base increased from 131.5 million subscribers at the end of 201 to 140.6 million by the end of 2014, an increase of 6.9% or 9.1 million subscribers.

 

4.       Fixed Wireless Services

Our fixed wirelessservices, which uses limited mobility CDMA technology operates under the "Flexi" brand. On June 27, 2014, we entered into a Conditional Business Transfer Agreement with Telkomsel to transfer parts of the Flexi business and migrate Flexi subscribers to Telkomsel. However, we plan to continue to operate the Flexi service to serve our remaining Flexi customers who have not migrated to Telkomsel till December 14, 2015. In  2014, we have also continued with our migration strategy to encourag our fixed wireless customers to enter into plans operated by Telkomsel. The number of our fixed wireless connections in service continued to decline in 2014, from approximately 6.8 million as of December 31, 201 to 4.4 million as of December 31, 2014

 

5.       Interconnection Services

We also earn revenue from other telecommunications operators that utilize our extensive network infrastructure in Indonesia, both for calls that end at or transit via our network. Similarly, we  also pay interconnection fees to other telecommunications operators when we use their networks to connect a call from our customers. Interconnection services that we provide to other telecommunications operators comprise domestic and international interconnection services.

 

6.       Network Services

We directly manage the provision of network services such as leased lines to customers comprising of our business partners, commercial businesses and OLOs. Our network services customers may enter into short-term deals for several minutes of broadcasting to  longer-term agreements for one to five year periods.

 

7.       Satellite  

Our satellite operations consist primarily of leasing satellite transponders capacity to broadcasters and operators of VSAT, cellular and IDD services and ISPs, as well as providing earth station satellite up linking and down linking services to domestic and international users.

 

In view of market opportunities and the limited supply, we plan to expand our  satellite business with the construction of Telkom-3S satellite through a partnership on acquired orbital slot. The Telkom-3S satellite is currently under development.

 

We manage our satellite business through our subsidiaries, Metra and Patrakom.

 

8.       Tower  

Through our subsidiary, Dayamitra, we lease out space to other operators to place their telecommunications equipment on these towers for which we receive a fee.

 

Information Business

 

Our information business portfolio includes:  

 

1.       Platform Services, which includes Managed Applications and System Integration, Business Process Management, E-payment, Premises Integration, Data Center and  Cloud, and M2M. Managed Applications and System Integration services provide software development cloud-based and server-based IT management services. Business Process Management services provide customer relationship management, analytic consulting, services operation management and enterprise shared services. E-Payment  includes services related to billing payment, remittance, e-payment platform (e-money) and e-payment solutions (e-Voucher  services). Premises Integration services includes customer premises equipment ("CPE”) trading, managed CPE services, managed network services and managed security services. Data Center and Cloud services includes server colocation, hosting, disaster recovery center, content delivery network services, IaaS (infrastructure as a service, which offers configurable virtual servers and storage) and SaaS (software as a service, which offers cloud-based software and IaaS services).

 

To complement and leverage our information business, our subsidiary Metra formed a joint venture on August 29, 2014 with Telstra Holding Singapore Pte. Ltd. to provide network application services to Indonesian enterprises, multinationals and Australian companies operating in Indonesia. The joint venture will focus on four key areas, namely, managed network services, managed security services, and unified communications and cloud solutions.

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2.       Big Data, which includes data analytics, targeted digital advertising, post call marketing and analytics, machine to machine analytics, data monetization for enterprise service providers and sentiment analytics. We are currently exploring opportunities to provide services in this area

 

3.       Ecosystem Solution, which includes services involving e-Tourism, e-Gov, e-Logistic, e-Education, e-Health and e-Transportation. We are currently exploring opportunities to provide services in this area

 

Media and Edutainment Business

 

Our Media and Edutainment business portfolio includes the following :

 

1.       Digital Life refers to digital content services (such as music and e-books), applications and games which are distributed through apps store and web stores, e-commerce marketplace, portals, e-radio and internet-based UseeTV.

2.       Digital Home refers to a development of home media content convergence services for multi-screen/device, and multi-platform, which are consists of media entertainment (Pay TV : DTH, UseeTV cable), digital media storage, home automation and security.

Television broadcast services comprising of:

-          Pay TV is a pay TV service broadcasted over satellite links offering premium-grade contents in news, sports, entertainment, and others.

-          IPTV  is an Internet Protocol-based Television under the commercial name UseeTV Cable. The service is delivered using Speedy  broadband access network, and offers pause and rewindfeatures for contents such as video-on-demand programming, FTA TV, premium TV, internet radio and TV on demand, which allows play back of program content from the last seven days.

-          OTT TV (Over the Top TV) is an internet TV service under the commercial name UseeTV”  that can be accessed from Telkom's internet network, offering free content such as video-on-demand programming, live TV, internet radio, and some pay video programming. Similar to UseeTV Cable, the OTT TV is also capable of allowing play back of program content from the last three days. 

3.       Digital Advertising is a commercial service for the promotion of products or services of any third party that are presented in digital or print media, such as radio, television, internet, newspapers, brochures/leaflets and billboards.

 

network INFRASTRUCTURE AND development

 

Our network infrastructure can be categorized into national and international network infrastructure. National network infrastructure was held to realize one of our major programs, namely Indonesia Digital Network ("IDN").

 

International Networks

 

We operate international gateways in Batam, Jakarta, and Surabaya to route outgoing and incoming calls on our IDD service (“007”).

 

After the Batam Singapore Cable System (BSCS), Asia America Gateway (AAG), and Singapore Japan Cable System (SJC) on March 7, 2014, our subsidiary TII, in cooperation with other 17 global telecommunication providers signed a MoU for a submarine cable development project, South East Asia – Middle East -Western Europe 5 (SEA-ME-WE 5). SEA-ME-WE5 is a submarine cable system with a length of approximately 20,000 km stretching from Dumai, Indonesia to several countries in Southeast Asia, and France and Italy with direct connection from Indonesia to Europe, SEA-ME-WE 5. Construction began in September 2014 and the cables system is expected to begin carrying commercial traffic in 2016.  

 

We also signed  MoU in August 2014 or the development of another submarine cable system infrastructure, the Southeast Asia – United States (SEA – USA) Cable System, where TII has joined as a member o a consortium with other 6 global telecommunication companies. SEA – US connects Manado (Indonesia), Davao (Philippines), Piti (Guam), Oahu (Hawaii, United States), and Los Angeles (California, United States).

 

To support the international services both voice and data, TII operates 16 points of presence (“POP”) in various parts of the world, including in Asia (Dubai, Singapore, Hong Kong, Malaysia and Tokyo), Europe (London, Frankfurt and Amsterdam) and the USA (Ashburn, New York, Los Angeles, San Jose and Palo Alto).

 

National Network

In the master plan and IDN infrastructure, our target was to modernize legacy network into a network that used a broadband access infrastructure. We have 13.3 million homepass of broadband access while Telkomsel digital network was strengthened by 85,420 base stations.

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We continue to pursue development of our network infrastructure to offer a more efficient and cost-competitive service as part of the Government’s Master Plan for the Acceleration and Expansion of Indonesia's Economic Development (MP3EI) in line with our transformation into a TIMES provider under our IDN program. In the framework of developing high-quality, efficient and competitive infrastructure in terms of the costs in delivery services, we continue to pursue the development and improvement of the network infrastructure, known as Telkom One Network, which was built and operated by Telkom Group.

 

Our IDN program involves the following three program developments:

1.       id-Convergence  (“id-Con”): convergence of the node service network infrastructure into a multi-service and multi-screen integrated NGN

2.       id-Ring: development of our transport network infrastructure into an IP-based and optical backbone network

3.       id-Access: development of our customer access network infrastructure into a high speed broadband access through fiber optic and Wi-Fi networks.

 

Fixed Wireline Network

As of December 31, 2014, we managed 9.7  million fixed wireline connections. In the master plan and IDN infrastructure, our target was to modernize legacy network into a network that used a broadband access infrastructure.

 

Operating Statistics

As and for the year ended December 31,

2014

 

2013

 

2012 

 

2011

 

2010

Exchange capacity

13,946,801 

 

13,918,369 

 

13,908,003 

 

12,180,214 

 

11,237,229 

Installed lines

10,341,807 

 

10,650,652 

 

11,109,156 

 

11,005,208 

 

10,510,048 

Lines in service*

9,698,255 

 

9,350,806 

 

9,034,010 

 

8,688,526 

 

8,302,818 

*Lines in service are subscriber lines and public telephone lines, including the lines in service that we operate under revenue-sharing arrangements.

 

Fixed Wireless Network

Our fixed wireless infrastructure consists primarily of mobile switching centers (“MSC”) and base station sub systems (“BSS”), which consists of a base station controller (“BSC”) and a base transceiver station (“BTS”). Based on Decision Letter No. 934 dated September 26, 2014, the MoCI approved the transfer of the Company’s frequency usage license on radio frequency spectrum of 800 MHz, specifically on spectrum of 880-887.5 MHz paired with 925-932.5 MHz, to Telkomsel. Telkomsel can use the radio frequency spectrum from the time the decision letter was issued. On June 27, 2014, we entered into a Conditional Business Transfer Agreement with Telkomsel to transfer parts of our fixed wireless business and migrate subscribers to Telkomsel. However, we plan to continue to operate the Flexi service till the end of 2015 or until our remaining Flexi customers have migrated to Telkomsel, if earlier.

 

Cellular Network

Our cellular services, which are operated by our subsidiary, Telkomsel, have the most extensive network coverage of any cellular operators in Indonesia. Telkomsel currently operates on the GSM/DCS, GPRS, EDGE, 3.5G  and 4G networks. The GSM/DCS network consists of 7.5 MHz of bandwidth on the 900 MHz frequency and 22.5 MHz of bandwidth on the 1.8 GHz frequency. Telkomsel’s 3G network uses 15 MHz of bandwidth on the 2.1 GHz frequency. The range of cellular services on the GSM network provided by Telkomsel extends to all cities and districts in Indonesia. In 2014, Telkomsel has added 15,556 unit of BTS. As of December 31, 2014, Telkomsel’s digital network was supported by 85,420 BTS.

 

Data and Internet Network

In 2014, we continued to improve the quality of our data network by providing additional capacity and coverage, and as of December 31, 2014 provided broadband access using MSAN technology with 13.3 million homes passed As of December 31, 2014, we have expanded our metro ethernet network by 874,450Mbps  which is able to provide broadband services throughout Indonesia. The Metro ethernet is also used as the main link for the IP DSLAM, MSAN for Speedy (which is in the process of being rebranded to IndiHome) broadband, softswitch, IP VPN and GPON broadband for mobile backhaul, corporate business solutions and triple pay services. As of December 31, 2014, we have added additional 11,802  BTS node B, bringing it to a total of 38,836  BTS node B.

 

As of December 31, 2014, we have extended the capacity of our internet gateway to reach an installed capacity of 390,2  Gbps. This ensures the adequacy of the capacity of the internet gateway so that it is able to anticipate the expected growth in broadband traffic for both fixed and mobile. In 2014, we also operated a content distribution network (“CDN”) with a capacity of 261 Gbps in collaboration with Akamai, Google and Yahoo.

 

Throughout 2014, we continued to expand the scope of Indonesia’s Wi-Fi services by deploying additional network access points either through internal development programs and various forms of cooperation with third parties. As of December 2014, a total of 177,514 access points have been installed.

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Data Center

Our subsidiary, Sigma, manages our data center. With the support of Telkom Indonesia’s network across Indonesia, we have developed a 54,800 m2 data center to meet the demand for cloud services and expect Sigma’s data center to reach a total building area of 100,000 m2 by 2015. With the capabilities of this network, Sigma will be able to provide integrated data storage solutions for many companies in Indonesia, including for those located far from the big cities.

 

Transmission Network

As of 2014, our broadband network serves as the backbone for our entire network infrastructure. Our backbone telecommunications network consists of transmission networks, remote switching facilities and core routers, which connect a number of access nodes. The transmission links between nodes and switching facilities comprise terrestrial transmission network, in particular fiber optic, microwave and submarine cable networks, as well as satellite transmission networks and other transmission technologies.  

 

Transmission Network

 

Capacity (number of transmission medium circuits)

 

E1

 

STM-1

 

STM-4

 

STM-16

 

STM-64

 

STM-256

As of December 31,

 

 

 

 

 

 

 

 

 

 

 

 

2012 

 

131,546 

 

720 

 

92 

 

55 

 

260 

 

2013 

 

131,303 

 

736 

 

100 

 

58 

 

337 

 

2014 

 

129,557 

 

708 

 

108 

 

63 

 

398 

 

 

Note: The backbone transmission unit uses E1, STM1 (equivalent to 63 E1), STM4 (equivalent to 4 STM1), STM16 (equivalent to 4 STM4), STM64 (equivalent to 4STM16), and STM256 (equivalent to 4 STM64). STM or Synchronous Transfer Mode ("STM") is the unit typically used in backbone transmission networks. Facilitating broadband services requires high capacity transmission networks using nxSTM-1 units. E1 units are used to support legacy services.

 

We operate two satellites, namely Telkom-1 and Telkom-2. Telkom-1 has a capacity of 36 transponders consisting of 24 Standard C-Band transponders and 12 extended C-band transponders, while Telkom-2 has a capacity of 24 C-band transponders Standards. Both satellites are controlled from the main control station in Cibinong - Bogor, West Java, and to ensure the continuity of services since early 2014, we have hada backup control station in Banjarmasin Borneo.

 

In addition to our Telkom-1 and Telkom-2 satellites, we also lease transponder capacity for 35  TPE (transponder equivalent, @36 Mhz), comprising 9 TPE from the JSAT-5A (132 BT) satellite,10 TPE from the Etuelsat 172A (172 BT) satellite, 8 TPE from the Chinasat-10 (110 BT) satellite, TPE from the Intelsat-8 (169 BT) satellite, and 1 TPE from Koreasat (75 BT)

 

Besides operating the satellite, we also provides 161 link of IP backhaul links for ourselves network or as well as 322 earth station with around 1.36 Gbps capacity. Transponder capacity for this link mostly through lease transponder capacity from other countries.

 

To maintain the continuity and developing of this business, we have entered into a contract for the construction of the Telkom-3S and are preparing for the procurement of a new Telkom-4 satellite as a replacement for Telkom-1. Telkom-3S has a 49 TPE capacity that consists of 24 TPE standard C-band, 12 TPE Extended C-band and 13 TPE Ku-Band. We plan for Telkom-4 to have coverage to India and have  a capacity of 60 TPE consistings of 24 TPE standard C-band with coverage of Indonesia, 24 TPE standard C-band with India coverage and 12 TPE extended C-band with coverage of Indonesia. Telkom-3S which is currently under construction is planned to be completed  and launched by the end of 2016, while Telkom-4 is planned to be completed at the end of 2017.

 

We are also currently exploring the various alternatives for cooperation with operators for the provision of capacity for Telkom including  cooperation through long-term leases, joint development of a satellite in Indonesia  slot and acquisition of satellites in the orbit.

 

TELECOMMUNICATIONS SERVICE TARIFFS

 

Under Law No. 36 Year 1999 and Government Regulation No. 52 Year 2000, tariffs for operating telecommunications network and/or services are determined by providers based on the tariff type, structure and with respect to the price cap formula set by the Government.

 

A.      Fixed line telephone tariffs

 

The Government has issued a new adjustment tariff formula which is stipulated in the Decree No. 15/PER/M.KOMINFO/4/2008 dated April 30, 2008 of the Ministry of Communication and Information (“MoCI”) concerning “Mechanism to Determine Tariff of Basic Telephony Services Connected through Fixed Line Network”.

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Under the Decree, tariff structure for basic telephony services connected through fixed line network consists of the following:

·         Activation fee

·         Monthly subscription charges

·         Usage charges

·         Additional facilities fee.

 

B.      Mobile cellular telephone tariffs

 

On April 7, 2008, the MoCI issued Decree No. 09/PER/M.KOMINFO/04/2008 regarding “Mechanism to Determine Tariff of Telecommunication Services Connected through Mobile Cellular Network” which provides guidelines to determine cellular tariffs with a formula consisting of network element cost and retail services activity cost. This Decree replaced the previous Decree No. 12/PER/M.KOMINFO/02/2006.

 

Under MoCI Decree No. 09/PER/M.KOMINFO/04/2008 dated April 7, 2008, the cellular tariffs of operating telecommunication services connected through mobile cellular network consist of the following:

·         Basic telephony services tariff

·         Roaming tariff, and/or

·         Multimedia services tariff,

 

with the following traffic structure:

·         Activation fee

·         Monthly subscription charges

·         Usage charges

·         Additional facilities fee.

 

C.      Interconnection tariffs

 

Based on letter No.118/KOMINFO/DJPPI/PI.02.04/01/2014 dated January 30, 2014 of the Director General of Post and Informatics, the Director General of Post and Informatics decided to implement new interconnection tariff effective from February 1, 2014 until December 31, 2016, subject to evaluation on an annual basis. Pursuant to the Director General of Post and Informatics letter, the Company and Telkomsel are required to submit the Reference Interconnection Offer (“RIO”) proposal to The Indonesian Telecommunication Regulatory Body (“ITRB”) to be evaluated.

 

The Indonesian Telecommunication Regulatory Body (“ITRB”), in its letter No. 262/BRTI/XII/2011 dated December 12, 2011, decided to change the basis for SMS interconnection tariff to cost basis with a maximum tariff of Rp23 per SMS effective from June 1, 2012, for all telecommunication operators.Subsequently, ITRB in its letters No. 60/BRTI/III/2014 dated March 10, 2014 and No. 125/BRTI/IV/2014 dated April 24, 2014 approved Telkomsel's and the Company’s revision of RIO regarding the interconnection tariff. Based on the letter, ITRB also approved the changes to the SMS interconnection tariff from Rp23 to Rp24 per SMS.

 

D.      Network lease tariffs

 

Through MoCI Decree No. 03/PER/M.KOMINFO/1/2007 dated January 26, 2007 concerning “Network Lease”, the Government regulated the form, type, tariff structure, and tariff formula for services of network lease. Pursuant to the MoCI Decree, the Director General of Post and Telecommunication issued its Letter No. 115 Year 2008 dated March 24, 2008 which stated “The Agreement on Network Lease Service Type Document, Network Lease Service Tariff, Available Capacity of Network Lease Service, Quality of Network Lease Service, and Provision Procedure of Network Lease Service in 2008 Owned by Dominant Network Lease Service Provider”, is in conformity with the Company’s proposal.

 

E.      Tariff for other services

 

The tariffs for satellite lease, telephony services, and other multimedia are determined by the service provider by taking into account the expenditures and market price. The Government only determines the tariff formula for basic telephony services. There is no stipulation for the tariff of other services.

 

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DISTRIBUTION AND MARKETING STRATEGY

 

The following are the primary distribution marketing channels for our products and services:

1.       Plasa Telkom and GraPARI are outlets that function as walk-in customer service points, where customers have access to the full range of Telkom  and Telkomsel’s respective products and services, including billing, payment, subscription cancellation and promotion to complaint handling. As of December 31, 2014, we managed 572 Plasa Telkom outlets and 88 GraPARI outlets in Indonesia and 1 GraPARI  in Hong Kong, and had an additional 321 GraPARI outlets which were managed by thirdparty business partners.  

 

Several of the GraPARI outlets operate on a 24 hour basis. We also operate 268 mobile GraPARI outlets which are sales points located in vehicles which can travel to reach customers across the country.

 

2.       Contact centers are call centers that support our customers’ ability to access certain of our products and services, including make billing enquiries, submit complaints, and access certain promotions and service features.

 

We operate 24-hour contact center facilities in five cities, namely Medan, Jakarta, Bandung, Makassar and Surabaya.

 

Inbound calls to our contact centers have generally been decreasing due to changes in methods used by the customers in seeking out product information, subscribing or submitting complaints, from voice calls to online requests on our websites.

 

3.       Partnership Stores are extensions of our distribution channels, in cooperation with a variety of third party marketing outlets such as computer or electronic stores, banks, and others.

 

To boost sales, we also address above and below the line marketing channels, by promoting our services to certain parties and communities. We also continue to place advertisement in printed and electronic media and implement marketing methods such as point of sales broadcasting as well as promotion and sponsorship events.

 

In line with shifting consumer behavior and lifestyles, we have also actively developed national scale partnerships with several partners such as Intel and Bank BTN. Through the partnership, we sell bundle-based products at our partners’ sales outlets.

 

4.       Feet on The Street are sales agents that conduct direct marketing of our products, particularly for our IndiHome  products, through door-to-door sales, open table discussions, exhibitions, product demonstrations, and other similar activities

 

5.       Authorized dealers and retail outlets are distribution outlets for a variety of telecommunication products such as prepaid Wi-Fi access cards, starter packs, prepaid SIM cards and top-up vouchers. These dealers are non-exclusive, and they receive a discount on all of the products they receive. Retail outlets also include outlets jointly operated by us, Telkomsel and PT Pos Indonesia, as well as other outlets such as banks

 

6.       Account Management Teams are teams that manage relationships with our individual, business and corporate customers. We also provide a Tele Account Manager service to support customers or prospective business customers through inbound and outbound calls for pre-sales, sales and other customer services requirements.

 

7.       Telkom Solution Houses are places where an enterprise customer can obtain information on a variety of TIMES solutions, products and services, and the latest technology. At Telkom Solution Houses, we provide free live demonstrations (such as IndiHome, Hotspot, PDN, IP-Phone), live demonstrations for commercial products (such as video conferencing), enterprise consultation and ecosystem business solutions for customized TIMES for corporations and simulated demonstrations (such as e-Payment and VPN over GSM and Flexi)

 

8.       SME Centers - these centers function as a communication center supported with advanced office facilities, a community center where our customers can interact and a commerce center specifically for e-commerce solutions.  

 

9.       Website  - our website, www.telkom.co.id and www.telkomsel.com enables customers to access certain of our products and services. Available services include e-billing registration, collective billing registration and submission of complaints.

 

10.    Social Media we use social media, primarily Facebook and Twitter, to enable the customers to interact with us regarding our products and services.

 

 

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Marketing Strategy

 

We implement a “paradox marketing”  framework in managing our marketing as illustrated in following diagram:

 

paradox marketing 

 

In our implementation of the “paradox marketing” framework as illustrated above, the “More for Less” concept is based on the value preposition of the products and services we offer to customers, with the aim that customers can acquire more relevant benefits at a lower  price compare to our competitors, with mass customization that is in line with customers’ requirements for our product and services.

 

In the consumer segment, for example, and particularly in the Home segment, our IndiHome service has been developed as one of our innovations for customers. IndiHome is an integrated TIMES service that incorporates internet broadband access, telephony, IPTV (under the USeeTV brand) and home automation services

 

We have implemented a comprehensive marketing strategy to bolster our brand and to boost sales as well, including through marketing communication activities and product and service distribution channel development. Our  Plasa Telkom outlet is  one of our principal distribution channels for our products and services, in addition to other service distribution networks.

 

Licensing

 

To provide national telecommunications services, we have a number of product and service licenses that are consistent with the applicable laws, regulations or decrees.

 

Following the issuance of MoCI Regulation No.01/PER/M.KOMINFO/01/2010 (“MoCI Decree No.01/2010”) dated January 25, 2010 concerning the Provision of Telecommunication Network, we were required to adjust our telecommunications license to provide telecommunications services. We have secured new licenses that have been adjusted as required, of which are as follows:

 

A.      Fixed Network and Basic Telephony Services

Based on the report submitted by us concerning the operation of fixed network and as part of the adjustment to MoCI Decree No.01/2010, we had our licenses adjusted in 2010 for the operation of local fixed network, direct long distance, international call and closed fixed network, explained as follows:

-          MoCI Decree No.381/KEP/M.KOMINFO/10/2010 dated October 28, 2010 on the License of Operating Local Fixed Line  and Basic Telephony Services Network of PT Telekomunikasi Indonesia Tbk;

-          MoCI Decree No.382/KEP/M.KOMINFO/10/2010 dated October 28, 2010 on the License of Operating Fixed Domestic Long Distance and Basic Telephony Service Network of PT Telekomunikasi Indonesia Tbk;

-          MoCI Decree No.383/KEP/M.KOMINFO/10/2010 dated October 28, 2010 on the License of Operating Fixed International and Basic Telephony Services Network of PT Telekomunikasi Indonesia Tbk; and

-          MoCI Decree No.398/KEP/M.KOMINFO/11/2010 dated November 12, 2010 on the License of Operating Fixed Closed Network of PT Telekomunikasi Indonesia Tbk.

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Following the issuance of MoCI Decrees No. 381, 382 and 383, our previous licenses for operating a fixed network and basic telephony services previously owned by us based on MoC Decree No. KP.162 of 2004 dated May 13, 2004 ceased to be in effect. The licenses do not have a set expiry date, but are evaluated every five years.

 

B.      Cellular 

Telkomsel holds licenses to operate a nationwide mobile cellular telephone network using 7.5 MHz of radio frequency bandwidth in the 900 MHz band, 22.5 MHz of radio frequency bandwidth in the 1.8 GHz band and 15 MHz of radio frequency bandwidth in the 2.1 GHz band The license do not have a set expiry date, but will be evaluated every five years. Telkomsel also holds licenses  from the Indonesian Investment Coordinating Board that permits Telkomsel to develop cellular services with national coverage, including the  expansion of its network capacity. In addition, Telkomsel holds permits and licenses from and registrations with certain regional governments and/or governmental agencies, primarily in connection with its operations in such regions, the properties it owns and/or the construction and use of its BTS

 

In connection with the transfer of the Flexi business to Telkomsel, in September 2014, the MoCI, through Decree No. 934 of 2014, approved Telkomsel to  use the radio frequency spectrum from the time the decision letter was issued. During the transition period, Company is still able to use the radio frequency spectrum of 880-887.5 MHz paired with 925-932.5 MHz until December 14, 2015. The reallocation is expected to take place after we terminate our Flexi service on the earlier of December 31, 2015 or the migration of our Flexi customers to Telkomsel.

 

C.      International Calls

We commenced our international call service in 2004. Our license for operating a fixed network to provide international call services was adjusted in 2010 to meet the requirements of MoCI Decree No.01/2010 with the issuance of MoCI Decree No.383/KEP/M.KOMINFO/10/2010. The license does not have a set expiry date, but it will be evaluated in 2015.

 

We have a license to operate a fixed closed network based on MoCI Decree No.398/KEP/M.KOMINFO/11/2010, which amends the previous license to meet the provisions in MoCI Decree No.01/2010. The license allows us to lease the installed closed fixed network to, among others telecommunication network and service operators, and to provide an international telecommunication transmission facility through a SCCS directly to Indonesia for overseas telecommunication operators.

 

According to MoCI Decree No.16/PER/M.KOMINFO/9/2005 dated October 6, 2005 concerning Provision of International Telecommunications Transmission Facilities through SCCS, overseas telecommunications operators wishing to provide international telecommunications transmission facilities through the SCCS directly to Indonesia are required to set up a partnership with a fixed network of international call services or closed fixed network provider. In line with MoCI Decree No.16/2005, the international telecommunication transmission facilities provided through SCCS are served by us on the basis of landing rights attached to our license to operate fixed network of international call services.We have also secured landing rights based on the landing right Letter No.006-OS/DJPT.6/HLS/3/2010 dated March 2, 2010 from MoCI.

 

On March 2, 2010, the MoCI issued Decree No.75/KEP/M.KOMINFO/03/2010 granting our subsidiary, TII, a license to operate a closed fixed line network which enables TII to provide international infrastructure services. Separately, TII secured landing rights in Indonesia from the DGPT to provide international telecommunications transmission facilities through SCCS.

 

D.      VoIP  

We are licensed to provide internet telephony services for public needs as stated in DGPT Decree No.384/KEP/DJPT/M.KOMINFO/11/2010 dated November 29, 2010 on VoIP services. This license does not have a set expiry date, but it will be evaluated every five years.

 

Telkomsel is also licensed to provide public VoIP services based on DGPT Decree No.65 of 2015 dated February 3, 2015 regarding the provision of ITKP services. This license does not have a set expiry date, but it will be evaluated every five years by the Government.

 

E.      ISP 

We are licensed as an ISP under DGPI Decree No.83/KEP/DJPPI/KOMINFO/4/2011 dated April 7, 2011, as amended by Director General of Post and Informatics Operations Decree No. 302 0f 2013. This license does not have a set expiry date, but it will be evaluated every five years.

 

Telkomsel is also licensed to provide multimedia internet access services with nation-wide coverage under DGPT Decree No.213/DIRJEN/2010. This license does not have a set expiry date, but it will be evaluated annually, with a comprehensive evaluation every five years.

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F.       Internet Interconnection Service

We hold a license to provide internet interconnection services by referring to MoCI Decree No.331/KEP/M.KOMINFO/09/2013 dated on September 24, 2013 regarding the license for Internet Interconnection Service (Network Access Point) for PT Telekomunikasi Indonesia Tbk. This license does not have a set expiry date, but it will be evaluated every five years.

 

G.      BWA 

In July 2009, we won a tender for a wireless broadband access license and the right to provide BWA services in 12 zones, comprising eight zones on 3.3 GHz (North Sumatra, South Sumatra, Central Sumatra, West Kalimantan, East Kalimantan, West Java, JABODETABEK and Banten) and five  zones on 2.3 GHz (Central Java, East Java, Papua, Maluku, and the northern part of Sulawesi).

 

In August 2009, the MoCI issued Ministerial Decree No.237/KEP/M.KOMINFO/7/2009 regarding the Appointment of the Winning Bidders for Packet Switched-Based Local Fixed Access Network Operators Using the 2.3 GHz Radio Frequency for Wireless Broadband Services, as last amended by MoCI Decree No 325/KEP/M.KOMINFO/05/2012. Due to inadequate implementation by the winning bidders, the MoCI later issued Regulation No.19/PER/M.KOMINFO/09/2011 dated September 14, 2011 (“MoCI Regulation No.19/2011”), which released operators on the 2.3GHz radio frequency from the obligation to use the particular technology specified in the bid terms for the 2.3 GHz radio frequency, which were set out in MoCI Regulation No.22/PER/M.KOMINF0/04/2009 April 24, 2009 (“MoCI Regulation No.22/2009”). Pursuant to MoCI Regulation No.19/2011, operators on the 2.3 GHz radio frequency are now permitted to freely choose their technology in providing BWA on the 2.3 GHz radio frequency, subject to a requirement that they pay an annual usage rights fee for the third through the tenth year of the license period in which a technology divergent from that specified in MoCI Regulation No.22/2009 is used. On January 9, 2012, MoCI announced that it plans to make available for bidding additional 2.3 GHz radio frequency in the 2300-2360 MHz range for BWA services utilizing neutral technology.

 

MoCI Regulation No.19/2011 also stipulates domestic component obligations for telecommunications devices and equipment used in providing BWA on the 2.3 GHz radio frequency. Initial domestic component obligations are 30% for subscriber stations and 40% for base stations, to be increased to 50% within five years.

 

As a result of the switch to neutral technology under MoCI Regulation No.19/2011, we lost vendor support for our preferred technology, which is based on fixed BWA technology.Vendors instead preferred to support the mobile BWA technology selected by other operators. Mobile BWA technology competes with Telkomsel. We therefore returned 4 of the 5 zones, which we had received. We retained our BWA license for Maluku zone so we would continue to qualify as a BWA operator on 2.3 GHz and have the right to access the BWA networks maintained by other operators.

 

Becoming a wireless broadband access operator is in line with the transformation of our business to TIMES, which requires us to have infrastructure that is capable of responding to an increasingly complex market and the demand for ever more convergent products and services, whether in the consumer, enterprise or wholesale segments.

 

In July 2011, we are licensed to operate packet switched based on local fixed network by referring to MoCI Decree No.331/KEP/M.KOMINFO/07/2011 dated July 27, 2011 on the License of Operating Packet Switched Based Local Fixed Line  Network of PT Telekomunikasi Indonesia Tbk. This license does not have a set expiry date, but it will be evaluated annually, with a comprehensive evaluation every five years.

 

H.      Data Communication System (“SISKOMDAT”)

We provide SISKOMDAT services under DGPI Decree No.169/KEP/DJPPI/KOMINFO/6/2011 dated June 6, 2011 regarding License for Data Communications Systems Services Operation for Telkom. This license does not have a set expiry date but will be thoroughly evaluated every five years.

 

I.        Payment Method Using e-Money

Following the implementation of Bank Indonesia’s Regulation No.11/11/PBI/2009 and Circular Letter of Bank Indonesia No.11/10/DASP each dated on May 13, 2009 regarding how to use card-based payment instruments (“APMK”) and Bank Indonesia’s Regulation No.11/12/PBI/2009 and Circular Letter of Bank Indonesia No.11/11/DASP each dated May 13, 2009 on e-money, Bank Indonesia has redefined the meaning of “principal” and “acquirer” in operating APMK and e-money business. In light of these regulations, Bank Indonesia confirmed our status as an issuer of e-money based on letter of Directorate of Accounting and Payment System of Bank Indonesia No.11/13/DASP dated May 25, 2009. We operate our e-money business under the brand names “T-cash”.

With the issuance of Bank Indonesia Circular Letter No. 9/9/DASP dated January 19, 2007, Telkomsel is also permitted to conduct APMK activities, with the launch of Telkomsel Tunai  prepaid card.

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J.       Remittance Service

Based on a license from Bank Indonesia No.11/23/Bd/8, dated August 5, 2009 and No.12/48/DASP/13, we and Telkomsel may operate as a money transfer services provider.

 

K.      IPTV 

On April 27, 2011, we and TelkomVision together obtained a license to operate IPTV services through the MoCI Decree No.MCIT.160/KEP/M.KOMINFO/04/2011 regarding the Telkom and TelkomVision IPTV Service Consortium Agreement. In accordance with Regulation 15 year 2014 on Amendment of MCIT Decree  No.11/PER/M.KOMINFO/07/2010 regarding the Implementation Services Internet Protocol Television ("IPTV"), that the IPTV service can be applied nationally.

 

L.      Construction Services Business License (“IUJK”)

On June 6, 2012, the City Government of Bandung issued a construction services business license to us through IUJK No. 1-3273-858971-2-001772 for Telkom. The IUJK is valid for the execution of construction services throughout the domain of the Republic of Indonesia, comprising architecture, civil, mechanical and electrical works. The IUJK is valid until June 5, 2015. We are in the process of renewing this license.

 

Trademarks, Copyrights, Industrial Designs and Patents

We constantly seek to develop product and service innovations in line with a dynamic business portfolio. To provide both protection for and recognition of the creativity involved, we have registered a number of intellectual property rights, including trademarks, copyrights, industrial design and patents with the Directorate General of Intellectual Property Rights ("Ditjen HKI") at the Ministry of Law and Human Rights of the Republic of Indonesia.

 

The intellectual property rights we have registered include: (i) trademarks for our products and services, corporate logo and name; (ii) copyrights on our corporate name and logo, product and service logos, computer programs, research and songs; and (iii) simple and ordinary patents on technological inventions in the form of telecommunications products, systems and methods.

 

The following table lists the trademark submitted for the application registration for the period of 2013 and 2014:

 

No

 

Title

 

Application No.

 

Application Date

1

 

IndiHome

 

J002014043700

 

September 25, 2014

2

 

t-mone

 

J00201402860

 

June 23, 2014

3

 

Bos Toko

 

J002014028602

 

June 23, 2014 

4

 

Telkom Indonesia

 

J002014028603

 

June 23, 2014 

5

 

Telkom Indonesia (with tag line “the world in your hand”)

 

J002014028604

 

June 23, 2014 

6

 

Delima (new logo)

 

J002014028605

 

June 23, 2014

7

 

U See Zone

 

J002013014812

 

April 2, 2013

8

 

UTV

 

J002013014813

 

April 2, 2013

9

 

U Zone 

 

J002013014814

 

April 2, 2013

10

 

U

 

J002013014815

 

April 2, 2013

11

 

U meet me

 

J002013022833 

 

May 16, 2013

 

The following table lists of registration letter of copyrights accepted for the period of 2014:

 

No

 

Innovation Title

 

Application No.

 

Application Date

 

Registration Date

 

Innovation Number

1

 

“Super Resolution in Speedy Monitoring” Computer Program

 

C00201400479

 

February 5, 2014

 

March 17, 2014

 

67906

2

 

Monitoring Penerimaan Pendapatan Tunai” Computer Program

 

C00201400480

 

February 5, 2014

 

March 17, 2014

 

67907

3

 

Kesehatan Ibu dan Anak (KIA) Online” Computer Program

 

C00201400481

 

February 5, 2014

 

March 17, 2014

 

67908

4

 

“Upoint” Computer Program

 

C00201400482

 

February 5, 2014

 

March 17, 2014

 

67909

5

 

“Wifi.id finder” Computer Program

 

C00201400483

 

March 14, 2014

 

March 14, 2014

 

67827

 

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The following table lists the copyrights that have been registered by us in 2013 and 2014

 

No

 

Innovation Title

 

Type of Intellectual Property Rights

 

Application No.

 

Application Date

 

Registration Date

1

 

New Indihome

 

Logo

 

C00201403674

 

September 25, 2014

 

-

2

 

Telkom Game CenterApplication 

 

Computer Program

 

C00201300509

 

February 7, 2013 

 

-

3

 

ART Promo Application

 

Computer Program

 

C00201300510

 

February 7, 2013 

 

-

4

 

Telkom StoreApplication 

 

Computer Program

 

C00201300511

 

February 7, 2013 

 

-

5

 

Qonnect Application

 

Computer Program

 

C00201300512

 

February 7, 2013 

 

-

6

 

Telkom SNS Hub Client

 

Computer Program

 

C00201300513

 

February 7, 2013 

 

-

7

 

U See Zone

 

Logo

 

C00201301288

 

April 2, 2013 

 

-

8

 

U Zone

 

Logo

 

C00201301289

 

April 2, 2013 

 

-

9

 

U

 

Logo

 

C00201301290

 

April 2, 2013 

 

-

10

 

U TV

 

Logo

 

C00201301291

 

April 2, 2013 

 

-

11

 

Firmware Telkom Homegateaway

 

Computer Program

 

C00201301292

 

April 2, 2013 

 

-

1

 

Indi Home

 

Logo

 

C00201305330

 

December  3, 2013

 

 

 

We did not submit or register any patents in 2013 and 2014

 

Telecommunications Industry in Indonesia

 

Ever since the change on telecommunication sector management scheme was implemented by the Government, from monopoly to competition scheme under Law No. 36 of 1999 on Telecommunication, Indonesian telecommunication industry indicated a rapid growth. The growth is further also accelerated by the advancement in communication technology which occupies radio frequency spectrum as an alternative on means of telecommunication which previously relied on wired and satellite networks.

 

There are several factors or conditions which support prospect of telecommunication industry growth in Indonesia, such as:

1.       Indonesia's demographics, with the fourth largest population in the world and a fast growing middle class segment, as well as Indonesia's economy that has shown stable and respectable growth in recent years, are expected to drive further demands for telecommunication and data services.

2.       Relatively low internet penetration compared with other countries in the region, while, the society is more exposed by digital lifestyle globalization and mostly rapid growth on smartphone occupation with more affordable price or high traffic on social media, are expected to boost mobile internet service growth. We believe that the growth of mobile internet service will sustain in line with increasing popularity of smartphone, tablet as well as other mobile devices with internet access features, faster wireless network data transmission and growing trend of smart devices and affordable internet service trends

3.       The increasingly open and significant competition among telecommunication operators, which is expected to result in improved service quality, higher industry efficiency, and innovations in new products and services, which will growth in Indonesia's telecommunication industry. The consolidation of the telecommunications industry resulting from the recent merger of XL and Axiata has led to a reduction in the number of major competitors operating in the industry.

 

Competition

 

Measures following the Telecommunications Law’s adoption in 2001 moved the Indonesian telecommunications sector from a duopoly between Indosat and us to one with multiple competing providers. See “Legal Basis and Regulation – Introduction of Competition in the Indonesian Telecommunications Industry”.

 

Competition Law

The Government currently promotes liberalization, competition and transparency in the telecommunications sector. It does not prevent providers from attaining and capitalizing upon a dominant market position. However, the Government does prohibit operators from abusing a dominant position. In March 2004, the MoC issued Decree No.33/2004, which prescribes measures to prohibit such abuse by dominant network and service providers. A provider is considered dominant based on factors such as scope of business, service coverage area and control of a particular market. Specifically, Decree No.33/2004 prohibits dumping, predatory pricing, cross-subsidies, mandatory use of a provider’s services (to the exclusion of competitors) and hampering mandatory interconnection (including discrimination against specific providers).

 

Competition in the telecommunications sector, like all Indonesian business sectors, is also governed more generally by Law No.5/1999 dated March 5, 1999 regarding Prohibition of Monopolistic Practice and Unfair Business Competition (“Competition Law”). The Competition Law bans agreements and activities tending toward unfair business competition, as well as the abuse of a dominant market position. Pursuant to the Competition Law, the Commission for the Supervision of Business Competition (“KPPU”) has been established as Indonesia’s antitrust regulator with the authority to enforce the provisions of the Competition Law.

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The Competition Law is implemented by various regulations, including Government Regulation No.57/2010 dated July 20, 2010 regarding Mergers and Acquisitions Potentially Causing Monopolistic Practices or Unfair Business Practices. Government Regulation No.57/2010 permits voluntary consultation with the KPPU prior to a merger or acquisition, which will result in the KPPU issuing a non-binding opinion. Government Regulation No.57/2010 also requires that a mandatory report be made to the KPPU after a merger or acquisition is completed if the transaction exceeds certain asset or sales value thresholds.

 

A.      Fixed Wireline, Fixed Broadband and DLD 

Our exclusive right to provide domestic fixed line telecommunications services in Indonesia ended following the Telecommunications Law’s implementation in 2000. The MoC issued licenses to Indosat for domestic fixed line services in August 2002 and for DLD telephone services in May 2004. We entered into an interconnection agreement with Indosat dated September 23, 2005 to allow interconnection between our local fixed line services in Jakarta, Surabaya, Batam, Medan, Balikpapan, Denpasar and certain other areas. By 2006, Indosat was able to provide nationwide DLD services through its CDMA-based fixed wireless network, its fixed line network and these interconnection arrangements with us.

 

In an attempt to liberalize DLD services, the Government required each DLD provider to implement a three-digit access code to be dialed by customers making DLD calls. These regulations were first implemented in Balikpapan in 2008, with Balikpapan residents given the option to make a normal DLD call or to select a three-digit code assigned to Indosat or to us. Under current regulations, this system is to be applied nationally beginning September 27, 2011. See “Legal Basis and Regulation – Introduction of Competition in the Indonesian Telecommunications Industry”.

 

We compete against other fixed line service providers such as Indosat, PT Bakrie Telecom Tbk. (formerly Ratelindo) and PT Batam Bintan Telecom in certain areas. However, traditional fixed line services have faced and will continue to increasingly face competition from cellular services, particularly as cellular tariffs decrease, and from other alternate services such as fixed wireless, SMS, VoIP and e-mail services.

 

We compete against other major fixed broadband service providers such as PT First Media Tbk and PT Supra Primatama Nusantara (BizNet Networks) as well as a new and upcoming competitor, PT Media Nusantara Citra.We expect to face increasing competition especially in key parts of the big cities in the future. Nonetheless, we expect demand for fixed broadband services to rise as a result of the growing middle class and changing consumer trends.

 

B.      Cellular 

We operate our cellular service business through our majority-owned subsidiary, Telkomsel. As of December 31, 2014, Indonesia’s cellular market is dominated by Telkomsel, Indosat and XL Axiata, which collectively account for 97.5% of the full-mobility cellular market. Other providers include Hutchison, Smart Telecom and Bakrie Telecom.

 

There were approximately 270 million mobile cellular subscribers in Indonesia as of December 31, 2014, a 12.9 % decrease from approximately 310 million as of December 31, 2013.

 

We believe that Telkomsel competes effectively in the Indonesian cellular market on the basis of price, coverage, service quality and value added services. As of December 31, 2014, Telkomsel remained the largest national licensed provider of mobile cellular services in Indonesia, with approximately 140.6 million cellular subscribers and a market share of 52.1% of the full-mobility cellular market. The second and the third largest providers were Indosat and XL Axiata, which have a market share of 23.3% and  22.1% respectively, based on the estimated  number of subscribers as of December 31, 2014. In addition to the nationwide GSM operators, a number of smaller  regional GSM, analog and CDMA fixed wireless providers operate in Indonesia

 

The following table sets out information as of December 31, 2014 for each of the three leading cellular providers with national coverage:

 

 

Operator

 

 

Telkomsel

 

Indosat

 

XL Axiata

Launch date

 

May-1995

 

Nov-1994(2)

 

Oct-1996

2G and 4G Licensed frequency bandwidth (GSM 900 MHz

 

7.5 MHz

 

10 MHz

 

7.5 MHz

2G Licensed frequency bandwidth (GSM 1.8 GHz) 

 

22.5 MHz

 

20 MHz

 

22.5 MHz

3G Licensed frequency bandwidth (2.1 GHz) 

 

15MHz 

 

10 MHz

 

15 MHz 

Market share(1)

 

52.1

 

23.3

 

22.1

Subscribers(1)

 

140.6 million 

 

63.0 million 

 

59.6 million

 

(1)   Internal estimate, dated December 31, 2014  based on various statistics compiled by us.

(2)   In November 2003, Indosat and Satelindo merged and Indosat took over Satelindo’s cellular operations.

 

Hutchison also provides cellular services in Indonesia and has been allocated frequency spectrum of 20 MHz.

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C.      IDD 

We compete in traditional IDD services (non-VoIP) in Indonesia primarily with Indosat, as well as Bakrie Telecom. IDD also faces competition with VoIP and other internet-based voice services like Skype and Google Talk.

 

D.      VoIP 

We formally launched our VoIP services in September 2002. VoIP uses data communications to transfer voice traffic over the internet, which usually provides substantial cost savings to subscribers. A number of other companies, including XL Axiata, Indosat, Atlasat Solusindo Pte.Ltd., PT Gaharu Sejahtera, PT Satria Widya Prima, PT Primedia Armoekadata Internet and PT Jasnita Telekomindo also provide licensed VoIP services in Indonesia. Other unlicensed operators also provide VoIP services that may be accessed through websites or through software that allows voice communications through the internet using computers or smartphones. 

 

VoIP operators compete primarily on the basis of price and service quality. VoIP operators, including us, offer budget calls and other products such as prepaid calling cards aimed at price sensitive users. We currently offer our primary VoIP service “Telkom Global-01017” and the lower-cost alternative “TelkomSave”. TelkomSave offers discounted rates for certain countries to which there is heavy traffic from Indonesia while offering regular VoIP tariff rates for other countries. In addition to other VoIP operators, we also compete with internet-based voice services likes Skype and Google Talk.

 

E.      Satellite  

The Asia-Pacific region and especially Southeast Asia continues to need satellites for both telecommunications and broadcasting infrastructure. This need is driven by the high demand from services such as cellular backhaul, broadband backhaul, enterprise network, OUTV (Occasional Usage TV), military and goverment network, video distribution, DTH television, flight communication  and disaster recovery.

 

Supply transponders in Southeast Asia at this time could only meet 75% of the existing demand. Some operators are in the process of development of a satellite in orbit slot position and coverage of Southeast Asia such as: satellite MEASAT-3B (91.8 oBT), Telkom-4 (108oBT), satellite SES-9 (108.2oBT), Telkom-3S (118oBT), satellite THAICOM-7 (119oBT), satellite APSTAR-9 (142oBT), satellite PSN-VI (146oBT), and BRI SAT (150.5oBT). In 2019, an estimated supply will approach the demand, but it still remains lacking.

 

There are 18 satellite operators with satellites covering Southeast Asia:

1.       SES Global (Luxembourg)

2.       Eutelsat Asia (France)

3.       APT Satellite (Hong Kong)

4.       AsiaSat (Hong Kong)

5.       JSAT (Japan)

6.       MEASAT (Malaysia)

7.       MCI – Media Citra Indostar (Indonesia)

8.       Indosat (Indonesia)

9.       VinaSat (Vietnam)

10.   SingTel/Optus (Singapore)

11.   Telkom (Indonesia)

12.   ChinaSat (China)

13.   Mabuhay (Philippines)

14.   Thaicom (Thailand)

15.   ABS (Hong Kong)

16.   Lippo Star (Indonesia)

17.   Intelsat (US)

18.   Telesat (Canada)

 

Satellite service delivery essentially consists of a satellite transponder leasing to the broadcaster, VSAT service provider backhaul, enterprise networks and military networks. In the provision of transponder, the competition was not relatively high, which contained the competition is on VSAT service providers. This condition generally causes the satellite transponder market prices remained stable. The big difference in price was caused by the quality of power.

 

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Viewing the market opportunities and limitations of satellite transponder, we developed a satellite business with build Telkom-3S (substitute) and Telkom-4. Currently Telkom-3S is in the process of manufacturing with the RFS targets by the end of 2016, while Telkom-4 is in the process of planning. Telkom-4 as a substitute for Telkom-1 satellite in orbit slot 108oBT will be used to maintain the continuity of existing services. For the service expansion in the international market, we conduct development of beam to India with the capacity of 24 TPE C-Band through Telkom-4.

 

The current trend in the satellite business is the development of broadband satellite. As the bandwidths in the C-Band and Ku-Band frequencies are fully utilized, utilization of the Ka-Band frequencies will become an option. The technology for Ka-Band frequencies ha been progressing rapidly in the last decade. Broadband satellite utilizes Ka-Band frequencies with a use configuration, resulting in capacities of up to 100 Gbps. Currently, we are engaged in design and demand studies for broadband satellites

 

F.       BTS 

As of December 31, 2014, we operated 85,420 BTS located throughout Indonesia. Through our subsidiary, Dayamitra, we lease out space to other operators to place their telecommunications equipment on these towers, for which we receive a fee. Our principal competitors in this business are XL Axiata, Indosat, Bakrie Telecom and PT Tower Bersama Infrastructure Tbk.  

 

G.      Others 

Deregulation in the Indonesian telecommunications sector has encouraged competition in the multimedia, internet, and data communications services businesses. The diversification of businesses has gained momentum resulting in intense competition, particularly in terms of price, range of services offered, quality and network coverage, as well as customer service quality.

 

Legal Basis and Regulation

 

The framework for the telecommunications industry comprises specific laws, government regulations, ministerial regulations and ministerial decrees which are enacted and issued from time to time. The current telecommunications policy was first formulated and articulated in the Government’s “Blueprint of the Indonesian Government’s Policy on Telecommunications”, contained in MoC Decree No.KM.72/1999 dated September 17, 1999 which was intended to:

-          increase  the telecommunication sector’s performance in the era of globalization;

-          liberalize  the sector with a competitive structure by removing monopolistic controls;

-          increase  transparency and predictability of the regulatory framework;

-          create  opportunities for national telecommunications operators to form strategic alliances with foreign partners;

-          create  business opportunities for small and medium enterprises; and

-          facilitate  new job opportunities.

 

A.      Telecommunications Law

The telecommunications sector is primarily governed by Law No.36 year 1999 (“Telecommunications Law”), which became effective on September 8, 2000. The Telecommunications Law sets guidelines for industry reforms, including industry liberalization, facilitation of new entrants and enhanced transparency and competition.

 

The Telecommunications Law eliminated the concept of “organizing entities” thereby ending our and Indosat’s responsibility for coordinating domestic and international telecommunications services. To enhance competition, the Telecommunications Law prohibits monopolistic practices and unfair competition among telecommunications operators.

 

The Telecommunications Law was  implemented through several Government Regulations, Ministerial Regulations and Ministerial Decrees. The most important of such  regulations include:

-          Government Regulation No.52/2000 regarding Telecommunications Services;  

-          MoCI Regulation No.1/PER/M.KOMINFO/01/2010 dated January 25, 2010 regarding Operation of Telecommunications Networks

-          MoC  Decree No.KM.21/2001 regarding the Provision of Telecommunications Services that was most recently amended by  MoCI Regulation No.8/2015 regarding the Fourth Amendment of Decree of the Minister of Communication No.KM.21/2001 regarding the Provision of Telecommunications Services

-          MoC Decree No.33/2004 regarding Supervision of Healthy Competition in the Provision of Fixed Network and Basic Telephony Services and

-          MoC Decree No.KM.4/2001 dated January 16, 2001 regarding the Determination of Fundamental Technical Plan National 2000 for National Telecommunications Development most recently amended by MoCI Regulation No.09/PER/M.KOMINFO/06/2010 dated June 9, 2010 regarding the sixth amendment of MoC Decree No.KM.4/2001 regarding the Determination of Fundamental Technical Plan National 2000 for National Telecommunications Development.

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B.      Telecommunications Regulators

In February 2005, the authority to regulate the telecommunications industry was transferred from the MoC to a newly-established Ministry, the MoCI. Pursuant to authorities assigned to him through Telecommunication Law, the Ministry of Communication and Information  sets policies, regulates, supervises and controls the telecommunications industry in Indonesia. On October 28, 2010, MoCI engaged in certain organizational and administrative reforms that include transferring licensing and regulatory authority to two newly established general directorates, the Directorate General of Posts and Informatics Resources and Equipment (“DGRE”) and the Directorate General of Post and Informatics (“DGPI”) pursuant to MoCI Regulation No.17/PER/M.KOMINFO/10/2010 regarding the Organization and Administration of Ministry of Communication and Information. Following the reforms, certain  adjustments were made through MoCI Regulation No.15/PER/M.KOMINFO/06/2011 dated June 20, 2011 regarding title adjustments in a number of Decrees and/or MoCI regulations that regulate Special Materials in Post and Telecommunications and/or in Decrees of the Director General of Posts and Telecommunications, which transfer all substances relating to the postal  and telecommunications sector to the DGPI including licensing, numbering, interconnection, universal service obligation and business competition. Meanwhile, matters relating to radio frequency spectrum and standardization of telecommunications equipment were transferred to the DGRE.

 

Following the enactment of the Telecommunications Law, the MoC established an independent regulatory body as stipulated in MoC Decree No.KM.31/2003 dated July 11, 2003 regarding the Establishment of the ITRA which was later revoked by  MoC Regulation No.KM.36/PER/M.KOMINFO/10/2008 dated October 31, 2008 and  amended by  MoCI Regulation No.1/PER/M.KOMINFO/02/2011 dated February 7, 2011 (“MoCI Regulation No.36/2008”). Pursuant to MoCI Regulation No.36/2008, the ITRA was  assigned the authority to regulate the Indonesian telecommunication industry, including the provision of telecommunication networks and services. The ITRA is chaired by the Director General of Post and Informatics Operations and comprises nine members which includes six members of the public and three members selected from Government institutions (DGRE and Director of DGPI and government representative appointed by MoCI).

 

Other regulatory functions of the ITRA include

-          licensing of telecommunication networks and services;

-          implementation of operational and service quality standards;

-          governance of interconnection charges;

-          regulating telecommunication equipment standards; and

-          settlement of disputes between network operators and service providers.

 

Finally, oversight authority of the ITRA covers

-          operating  performance;

-          competition; and

-          utilization of telecommunication equipments.

 

C.      Classification and Licensing of Telecommunications Providers

The Telecommunications Law organize telecommunication services into the following three categories, (1) provision of telecommunication networks, (2) provision of telecommunication services; and (3) provision of special telecommunications services.  

 

Licenses issued by MoCI are required for each category of telecommunications services. MoCI Regulation No.1/2010 and MoC Decree No.KM.21/2001 dated May 31, 2001 regarding the Operation of Telecommunications Services, as last amended by  MoCI Regulation No.8/2015  regarding the Fourth Amendment of Decree of the Minister of Communication No.KM.21/2001 regarding the Provision of Telecommunications Service, are the principal implementing regulations governing licensing.

 

MoCI Regulation No.1/2010 classified  network operations into fixed and mobile networks. MoC Decree No.KM.21/2001 categorized  the provision of services into basic telephony services value-added telephony services, and multimedia services.

 

D.      Introduction of Competition in the Indonesian Telecommunications Industry

In 1995, we were granted a monopoly to provide local fixed line telecommunications services until December 31, 2010 and DLD services until December 31, 2005. Indosat and Satelindo (which subsequently merged with Indosat) were granted a duopoly for the provision of basic international telecommunications services until 2004.

 

As a consequence of the Telecommunications Law, the Government terminated our exclusive rights to provide domestic  fixed line telephone  and DLD services as well as Indosat’s  and Satelindo’s duopoly rights to provide basic international telephone  services. Instead, the Government adopted a duopoly policy to create competition between Indosat and us as comprehensive service and network providers

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E.      DLD Services

To liberalize DLD services, the Government amended the National Telecommunications Technical Plan pursuant to MoCI Decree No.6/P/M.KOMINFO/5/2005 dated May 17, 2005 (“MoCI Decree No.6/2005”) to assign each provider of DLD services a three-digit access code that would permit their customers to select an alternative DLD services provider by dialing the three-digit access number. MoCI Decree No.6/2005 did not provide for immediate implementation of the three-digit system for DLD calls, but as the first DLD service provider, we were required to gradually open our network to the three-digit access code in all coded areas throughout Indonesia by April 1, 2010. We were assigned the “017” DLD access code, while Indosat was assigned “011”. The MoCI thereafter amended the National Telecommunications Plan, as provided in MoCI Decree No.43/P/M.KOMINFO/12/2007 dated December 3, 2007, (“MoCI Decree No.43/2007”), which delayed the deadline for the implementation of three digit access code for DLD calls throughout all the area code in Indonesia until September 27, 2011.

 

Pursuant to MoCI Decree No.43/2007, we opened our network to the “01X” three-digit DLD access service in Balikpapan by April 3, 2008. Since that  date, our customers were able to make DLD calls from Balikpapan by first dialing Indosat’s “011”. As stipulated in MoCI Regulation No.43/2007, we have provided a nation-wide network for three-digit access code for fixed and fixed wireless DLD with “01X” that can be used by Indosat or  other licensed operator starting September 27, 2011. To date, no other licensed operators have submitted a request to us to connect their networks and enable DLD access.

 

F.       IDD Services

We received our IDD license in May 2004 and began offering IDD fixed line services to customers in June 2004 using the “007” IDD access code. The Indosat IDD access code is “001”. Our December 2005 interconnection agreement with Indosat enables Indosat’s network customers to access our IDD services by dialing “007” and our network customers to access Indosat’s IDD services by dialing “001”.

 

G.      Limited Mobility Wireless Services

MoC Decree No.KM.35/2004 dated March 11, 2004 regarding Implementation of Fixed Wireless Networks with Limited Mobility, as amended by MoCI Decree No.16/PER/M.KOMINFO/06/2011 dated June 27, 2011 (“MoC Decree No.KM.35/2004”) provides that only local fixed network operators holding licenses issued by the MoC may offer limited mobility wireless (or fixed wireless) access services. In addition, MoC Decree No.35/2004 states that each limited mobility wireless access operator must provide basic telephone services. Under an automated migration feature, customers are able to make and receive calls on their fixed limited mobility wireless access phones using a different number with a different area code.

 

H.      Cellular 

Cellular telephone service is provided in Indonesia on the radio frequency spectrum of 1.8 GHz (DCS technology), 2.1 GHz (UMTS technology) and 900 MHz (GSM and UMTS technology). The MoCI regulates  the use and allocation of the radio frequency spectrum for mobile cellular networks. Telkomsel has obtained frequency allocation for cellular services on the 900 MHz, 1.8 GHz and 2.1 GHz frequency bands The allocation of bandwidth in the 2.1 GHz frequency spectrum is regulated by:

-       MoCI Decree No.19/KEP/M.KOMINFO/2/2006 dated February 14, 2006 regarding the Determination of Winner of IMT-2000 Mobile Cellular Operator Selection at 2.1 GHz Radio Frequency Band;

-       MoCI Decree No.268/KEP/M.KOMINFO/9/2009 regarding the Determination of Additional Allocation of Radio Frequency Bandwidth Blocks, Tariffs, and Payment Scheme Radio Frequency Spectrum Right of Usage Fees for IMT-2000 Moble Cellular Operators at 2.1 GHz Radio Frequency Band; and

-          MoCI Decree No.191 Year 2013 regarding the Determination of PT Telekomunikasi Selular as Winner in the Selection of Users of Additional Frequency Bandwidth at 2.1 GHz Radio Frequency Band for IMT-2000 Mobile Cellular Operators.

 

I.        Interconnection  

The Telecommunications Law expressly prohibits monopolistic and unfair business practices and requires network providers to allow users to access other users or obtain services from  other networks by paying interconnection fees agreed upon by each network operator. Government Regulation No.52/2000 dated July 11, 2000 regarding Telecommunications Operations provides that interconnection charges between two or more network operators must be transparent, mutually agreed upon  and fair.

 

On February 8, 2006, the MoCI issued Regulation No.8/PER/M.KOMINFO/02/2006 on Interconnection (“MoCI Regulation No.8/2006”) which mandated a cost-based interconnection tariff scheme for all network and services operators and this replacedthe previous revenue-sharing scheme. Under the new scheme, interconnection charges are determined by the network operator on which a call terminates based on a long-run incremental cost formula provided under MoCI Regulation No.8/2006.

 

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MoCI Regulation No.8/2006 requires  operators to submit to the ITRA annual RIO proposals containing proposed interconnection tariffs for the coming year. Operators are required to use the cost-based methodology in preparing RIO proposals, and the ITRA and MoCI are required to use the same methodology in evaluating the RIO proposals and approving interconnection tariffs. The RIO proposals also include call scenarios, traffic routing, point of interconnection, procedure for requesting and providing interconnection and other matters. RIOs must also disclose the type of interconnection services offered and tariffs charged for each service offered. Interconnection access providers are required to implement a queuing system on a First-in-First-Serve basis. Additionally, network interconnection must be implemented transparently and without discrimination.

 

Pursuant to MoCI Regulation No.8/2006 and ITRA Letter No.246/BRTI/VIII/2007 dated August 6, 2007, we submitted a RIO proposal to the ITRA in October 2007, which covered adjustments for operational, configuration, technical and service offerings. In December 2007, we and all other network operators signed new interconnection agreements that superseded previous  interconnection agreements between us and other network operators which also amended all interconnection agreements signed in December 2006. These agreements temporarily served in lieu  of the RIOs while the ITRA continued to review the RIO proposals received from ourselves and other operators.

 

On February 5, 2008, the ITRA required that we and other operators began implementing the cost-based interconnection tariff regime. On April 11, 2008, pursuant to Directorate General of Post and Telecommunication (“DGPT”)  Decree No.205/2008, the ITRA and the MoCI approved the RIO proposals from all operators to replace previous interconnection agreements. The RIO which was approved in 2008 was effective  until July 29, 2011 when new interconnection charges were implemented as stipulated in ITRA Letter No.227/BRTI/XII/2010 dated December 31, 2010 regarding the Implementation of Interconnection Charges in 2011. This is the result of interconnection charges recalculation conducted in 2010 by the MoCI that was agreed on by all operators and outlined in a Memorandum of Understanding. In this process, we  were appointed as a default data source for the calculation of fixed wireline  and fixed local interconnection tariffs. Our subsidiary, Telkomsel, and Indosat were similary appointed as the default data source for the calculation cellular interconection tariffs. Meanwhile, Indosat data is positioned as a benchmark for calculating the cost of cellular mobile network interconnection. The results of this  interconnection charges reform  caused a slight decrease in interconnection costs

 

On December 12, 2011, the ITRA changed the SMS interconnection fee basis from a “Sender Keep All” basis to a cost basis interconnection fee calculation which required certain amendments to RIOs agreed upon in 2011. MoCI Regulation No.8/2006 stipulates that the RIO of telecommunications network operators generating operating revenue that is equal to or more than 25% of the combined revenues of all telecommunication operators that serve the same respective segment, must obtain ITRA’s approval, necessitating changes in our  and Telkomsel’s  RIOs which were approved on June 20, 2012. In 2012, we and Telkomsel were confirmed as telecommunication network operators that are capable of posting revenue of 25% or more of total operating revenues of all telecommunication operators combined in the respective segments in 2012, through the Decree of the Director General of PPI No.181A/KEP/DJPPI/KOMINFO/5/2012 dated May 16, 2012. Up until the publishing of this report, no recalculation of interconnection fees for 2012 had been done as doing so would have been preceded by an evaluation on interconnection charges in 2011.

 

J.       VoIP 

In January 2007, the Government implemented new interconnection regulations and a five-digit access code system for VoIP services pursuant to MoCI Decree No.06/P/M.KOMINFO/5/2005. Under the Decree, the prefix for VoIP, which was originally 01X, was changed to 010XY. On April 27, 2011, the MoCI issued Regulation No.14/PER/M.KOMINFO/04/2011, as partly revoked by MoCI Regulation No.11 of 2014, which imposed quality control standards in relation to VoIP services and this became effective three months thereafter, to which we and other operators must adhere to.  

 

K.      IPTV 

Several provisions in the MoCI Regulation No.11/PER/M.KOMINFO/07/2010 (“MoCI Regulation No.11/2010”) regarding the Implementation of Internet Protocol Television (IPTV) Service has been amended by Regulation No.15/2014 regarding the Implementation of Internet Protocol Television (IPTV) Service that became the legal basis for the IPTV licensing and regulates the provision of IPTV services, including the rights and obligations of IPTV providers, technical standards, foreign ownership requirements and the use of domestic independent content providers.

 

MoCI Regulation No.11/2010 recognizes IPTV as  a convergence of telecommunications, broadcasting, multimedia and electronic transactions and provides that only a consortium comprising at least two Indonesian entities may be licensed as an IPTV provider. Referring to MOCI Regulation No.15/2014, the licenses that we needed, among others: (a) Local Fixed Network License, Mobile Network or Fixed Closed Network License; (b) Operating Internet Access/ISP License; and (c) Broadcasting Operation of Subscription Television Broadcasting Services Institution License. Such a consortium may only provide IPTV services in the area covered by all three required licenses. This was in line with abolition of the provisions of the Implementation of Broadcasting

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Operation of Subscription Television Broadcasting Services Institution via cable, become Broadcasting Operation of Subscription Television Broadcasting Services Institution.

 

In the Government Regulation No.52/2005 regarding the Broadcasting Implementation of Broadcasting Subscription Institute ("LPB") mentioned that the broadcasting could be conducted via satellite, cable and terrestrial. Broadcasting via satellite could reach nationwide, while cable and terrestrial have  a range of a particular region. LPB licenses of broadcasting via satellite owned by PT Indonusa (Telkomvision) became our legal basis became our legal basis to enforce IPTV services nationally.

 

L.      Satellite  

Our international satellite business is highly regulated. In addition to being subject to domestic licensing requirements and regulation for the use of orbital slots and radio frequencies as stipulated in MoCI Regulation No.13/P/M.KOMINFO/8/2005 dated September 6, 2004, which is partially amended by MoCI Regulation No.37/P/M.KOMINFO/12/2006 dated December 6, 2006 (“MoCI Regulation No.37/2006”), our satellite operations is also regulated by the Radio Communications Bureau of the International Telecommunications Union.

 

Furthermore, MoCI Regulation No.37/2006 dated December 6, 2006 requires foreign satellite operators to obtain a landing right license to operate in Indonesia which requires such foreign satellite operators to coordinate with domestic satellite operators, including us, to ensure that no Indonesian satellite and terrestrial systems will be disrupted by their operation.

 

M.     Consumer Protection

Under the Telecommunications Law, each network provider is required to protect consumer rights  in relation to, among others, quality of services, tariffs and compensation. Customers injured or damaged by negligent operations may file claims against negligent providers. Telecommunications consumer protection regulations provide service standards for telecommunication operators.

 

N.      USO  

All telecommunications operators, whether network or service providers, are bound by an USO regulation that requires them to contribute to providing telecommunication facilities and infrastructure in the interest of opening equal access to telecommunications throughout all regions in Indonesia, which is generally done by way of financial contribution. MoCI Regulation No.32/PER/M.KOMINFO/10/2008 dated October 10, 2008 regarding the USO (as amended by MoCI Regulation No.03/PER/M.KOMINFO/02/2010 dated February 1, 2010) (“MoCI Regulation No.32/2008”) stipulated, among others, details services that shall be provided in relation to USO regulation, which is providing telephone, SMS and internet access in remote and other areas of Indonesia that have been classified as USO regions where it is not economical to provide these services.

 

USO payment requirements are calculated as a percentage of our and Telkomsel’s unconsolidated gross revenues, net of bad debts and/or interconnection charges and/or connection charges. Pursuant to Government Regulation No.7/2009 dated January 16, 2009 regarding Tariffs for Non-Tax State Revenue that apply to the Ministry of Communication and Information (“GR No.7/2009”) and Decree No.05/PER/M.KOMINFO/2/2007 dated February 28, 2007, the current USO tariff rate is 1.25% of gross revenue, net of bad debts and/or interconnection charges and/or connection charges. Subsequently, in December 2012, Decree No.05/PER/M.KOMINFO/2/2007 was replaced by Decree No.45 year 2012 of the MoCI which was effective from January 22, 2013. The Decree stipulates, among other things, the exclusion of certain revenues that are not considered as part of gross revenues as a basis to calculate the USO charged, and changes to the payment period which was previously on a quarterly basis to become quarterly or semi-annually

 

O.      Telecommunication Regulatory Charges

On January 16, 2009, the Government issued Government Regulation No.7/2009, which sets the types of non-tax state revenues that apply to the MoCI derived from various services, including telecommunications.

 

We are required to pay right-of-use fees related to the radio frequency spectrum that we use. The right-of-use fees with reference to our BTS licensing were payable annually based on a formula that took into account base prices for both radio frequency spectrum and transmission capacity, as adjusted by fee indices set by the Ministry of Communications and Information in consultation with the Ministry of Finance. The right-of-use fees calculated with reference to our radio frequency spectrum is determined by tender and comprises both an upfront fee and radio frequency spectrum (“IPSFR”) annual fees.

 

Based on the Decree No. 76 dated December 15, 2010 of the Government, which amended Decree No. 7 dated January 16, 2009, the annual frequency usage fees for bandwidths of 800 Megahertz (“MHz”), 900 MHz and 1800 MHz are determined using a formula set forth in the Decree. The Decree is valid for 5 years unless further amended.

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In addition to radio frequency spectrum right-of-use fees, Government Regulation No.7/2009 requires all telecommunications operators to pay an annual license fee for telecommunication operation, which is equal to 0.5% of unconsolidated gross revenues, net of bad debts and/or interconnection charges and/or connection charges.

 

P.       Telecommunications Towers

On March 17, 2008, the MoCI issued MoCI Regulation No.02/PER/M.KOMINFO/3/2008 regarding Guidelines on Construction and Utilization of Sharing Telecommunication Towers (“MoCI Regulation No.02/2008”). Under MoCI Regulation No.02/2008, the construction of telecommunications towers requires permits from the relevant governmental institution, while the local government determines the placement and locations at which telecommunications towers may be constructed. In addition, telecommunications providers that own telecommunication towers and other tower owners are obligated to allow other telecommunication operators to utilize their telecommunication towers without any discrimination with due regards to the technical capacity of the respective tower.

 

Since the operations of telecommunication towers involve a number of relevant Government bodies, on March 30, 2009, a joint regulation was issued in the form of the Ministry  of Home Affairs Regulation No.18/2009, Ministry  of Public Works Regulation No.07/PRT/M/2009, MoCI Regulation No.19/PER.M.KOMINFO/03/2009 and Head of the Investment Coordinating Board Regulation No.3/P/2009 regarding Guidelines for the Construction and Shared Use of Telecommunications Towers (“Joint Decree”).

 

The Joint Decree regulates that license for telecommunication tower construction is to be issued by regents or mayors and the Governor in relation to the Jakarta Province. The Joint Decree also provides for tower construction standards and requires that telecommunications towers be made generally available for shared use by telecommunications service providers. The owner of a telecommunications tower is allowed to collect a fee, which is negotiated with reference to costs associated with investment and operational costs, the return of investment and a profit. Monopolistic practices in the ownership and management of telecommunications towers is prohibited.

 

In addition to the Joint Decree and MoCI Regulation No.02/2008, several regional authorities have implemented regulations limiting the number and location of telecommunications tower and require operators to share in the utilization of telecommunications towers.

 

Pursuant to Law No.28/2009 regarding Local Taxes and Local Fees, local governments are permitted to impose fees on the sites that we use for telecommunications towers. The fees may not exceed 2% of the site’s assessed tax value. Currently, there are some 525 local (provincial and regency level) governments through out Indonesia  that may be authorized to impose these fees to increase in the future.

 

C.    ORGANIZATIONAL STRUCTURE

 

Information on Our Organizational Structure

 

We have adopted a holding company approach to corporate management, which we believe will provide productive flexibility for all our business entities in accordance with the needs  of the respective units.  

 

In implementing this  holding company approach

1.       the role of the corporate office is focused on the Corporate Level Strategy function (i.e. directing overall strategy, portfolio strategy and parenting strategy).

2.       we tailor parenting style to the particular characteristic of the business entity.

3.       we seek to empower each  business entity in line with their respective particular characteristics. 

 

In addition, we introduced the Board of Executives to improve our parenting mechanism. The Board’s membership comprises all members of Telkom’s Board of Directors and a number of Chief of Business. The  Chief of Business title is reserved for senior business experts, who are our senior executives and horizontally positioned equivalent to our  Directors.Our Chief of Business meant to serve in formulating corporate level strategy decisions as well as fostering a harmonious relationship between subsidiaries and the parent.

 

Furthermore, refer to our Board of Executive Charter Telkom Group that was decided on December 19, 2013, we divide our management of subsidiaries into four categories. Telin manages our international subsidiaries, namely Telin Singapore, Telin Australia, Telin Malaysia, Telin Hong Kong and Telin Timor Leste. Telkomsel manages the cellular business. Metra manages the media value chain, namely MetraPlasa, Melon, Sigma, Metra-net, Infomedia, Ad Medika, PINS, Finnet, MD Media, PC and Metra TV. Telkom Infratel manages the infrastructure and ecosystem business, namely Dayamitra, Patrakom, Telkom Akses and GSD.

 

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Telkom’s Organizational Structure

struktur organisasi telkom 

 

Directorate

Function and Authority

NITS Directorate

Focuses on managing the Infrastructure Strategy and  Governance, IT Strategy and  Governance, and Solution, as well as managing the IT utilization and service operation and management, in order to support the capitalization of established businesses and also controlling infrastructure operations through the Network of Broadband, Information System Center Division, Wireless Broadband Division and Broadband Division.

ISP Directorate

Focuses on managing the functions of corporate strategic planning, strategic business development, innovation strategy and  synergy, as well as the operational management of the Digital Business Division and Innovation and Design Center units.

CONS Directorate

Focuses on managing the consumer product planning, consumer realtionship amagement, consumer marketing and sales and consumer service supervision.

EBIS Directorate

Focuses on managing marketing and operation aligment, enterprise business strategy, enterprise service, business service, through the Enterprise Services Division, Business Services Division, and Goverment Service Division

WINS Directorate

Focuses on managing the wholesale and international business segment, and the operational management of the Wholesale Services Division.

HCM Directorate

Focuses on managing the company’s human resources and the operational management of human resources centrally through the Human Capital Center unit as well as controlling operations of the Telkom Corporate University Center, Assessment Center Indonesia, and Community Development Center units

FIN Directorate

Focuses on the company’s financial management through Corporate Finance unit, Management Accounting unit, Investor Relations unit, Financial Logistic Policy, Risk and Process Management unit, and managing financial operations centrally through the Finance, Billing and  Collection Center unit.

 

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Information on Subsidiaries and Associated Companies

We have experienced continuous organic and inorganic growth. Organic growth is achieved through the expansion of our existing operations and the creation of synergies between our subsidiaries. Inorganic growth is accomplished through the acquisition of companies that we deemed are capable to add strategic value to our entire Group and to contribute to the long-term revenue growth and sustainability of business.

 

The following table illustrates our corporate structure as of December 31, 2014, including our direct and indirect equity ownership in our subsidiaries.

 

A complete list of our subsidiaries and investments in associated companies, and our ownership percentage of each entity, as of December 31, 2014, is set forth below and is contained in Note 1d and 11 to our Consolidated Financial Statements included elsewhere in this report.

 

Direct Subsidiaries

 

Companies

 

Percentage of Ownership Interest

 

Nature of Business

 

Operational Status

 

Description

PT Telekomunikasi Selular (“Telkomsel”), Jakarta

 

 

65%

 

Telecommunication -provides telecommunication facilities and mobile cellular services using the Global System for Mobile Communication (“GSM”) technology 

 

Operational

 

Telkomsel was established on May 26, 1995.

PT Multimedia Nusantara (“Metra”), Jakarta

 

 

 

 

100%

 

 

Multimedia and network telecommunication services

 

 

Operational

 

Metra, acquired on May 9, 2003, is our NEB holding company. Metra focuses on network construction, development, maintenance and services, and multimedia services (data communications systems, portal and online transaction services).

PT Telekomunikasi Indonesia International (“TII”), Jakarta

 

 

 

100%

 

Telecommunication

 

Operational

 

Previously known as PT Ariawest International, TII was acquired on July 31, 2003 and is a wholly owned subsidiary of Telkom. Currently, TII has obtained the fixed closed network (“Jartaptup”)  license and Network Access Provider license. TII provides network services and international telecommunication services, as well as international business.

PT PINS Indonesia (“PINS”), Jakarta

 

100%

 

Telecommunication construction and services

 

Operational

 

Previously PT Pramindo Ikat Nusantara. PINS was originally established to operate our KSO in Sumatra. It was acquired on August 15, 2002.

 

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Companies

 

Percentage of Ownership Interest

 

Nature of Business

 

Operational Status

 

Description

PT Dayamitra Telekomunikasi (“Dayamitra”), Jakarta

 

 

 

 

 

100%

 

Telecommunication

 

Operational

 

Dayamitra provides fixed line telephone services, supply of telecommunications facilities and infrastructure and telecommunications services. Acquired on May 17, 2001, Dayamitra transformed it self by entering the telecommunications infrastructure supply business, which includes supplying telecommunications towers to meet the BTS installment needs of telecommunications operators all over Indonesia.

 

On October 9, 2014, we signed a Conditional Shares Exchange Agreement with PT Tower Bersama Infrastructure Tbk ("TBI") to exchange our 49% ownership in Dayamitra for 5.7% ownership in TBI. In addition, we have an option to exchange our remaining 51% ownership in Dayamitra within 2 years that will increase our ownership in TBI up to 13.7%. The completion of the agreement is subject to various approvals, including those of the shareholders of Dayamitra and TBI. The transaction is still in progress

PT Graha Sarana Duta (“GSD”), Jakarta

 

 

 

 

99.99%

 

Leasing of offices and providing building management and maintenance services, civil consultant and developer

 

Operational

 

Acquired on April 25, 2001, GSD operates throughout Indonesia and manages buildings owned by us and third parties.

PT Napsindo Primatel Internasional (“Napsindo”), Jakarta

 

 

60%

 

Telecommunication - provides Network Access Point (“NAP”), Voice Over Data (“VOD”) and other related services

 

Ceased operation

 

Napsindo was established on December 29, 1998, Napsindo ceased operation as of January 13, 2006.

PT Telkom Akses (“Telkom Akses”), Jakarta

 

100%

 

Construction, service and trade in the field of telecommunication

 

Operational

 

Telkom Akses was established on November 26, 2012.

PT Patra Telekomunikasi Indonesia (“Patrakom”), Jakarta

 

100%

 

Telecommunication - provides satellite communication system service and facilities

 

Operational

 

Patrakom was established on September 28, 1995. On September 25 and November 29, 2013, the Company acquired additional interest of 40% and 20%, respectively, of Patrakom.

PT Infrastruktur Telekomunikasi Indonesia (“Telkom Infratel”),

Jakarta

 

100%

 

Construction, service and trade in the field of telecommunication

 

Operational

 

Telkom Infratel was established on January 16, 2014.

 

 

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Indirect Subsidiaries

 

Companies

 

Percentage of Ownership Interest

 

Nature of Business

 

Operational Status

 

Description

PT Infomedia Nusantara (Infomedia), Jakarta

 

 

100% (through a 51% ownership by Metra)  

 

Data and information service - provides telecommunication information services and other information services in the form of print and electronic media and call center services

 

Operational

 

Infomedia was acquired on September 22, 1999 to operate KSO in Sumatra. Infomedia has transformed from focusing on three pillars of business (directory service, contact center services and content services) to focus on business process outsourcing and digital media and rich content services.

PT Sigma Cipta Caraka (Sigma), Tangerang 

 

 

100% ownership by Metra

 

Information technology service - system implementation and integration service, outsourcing and software license maintenance

 

Operational

 

Sigma was established on May 1, 1987. It service focuses on providing IT solutions.

Telekomunikasi Indonesia International Pte. Ltd. (Telin Singapore), Singapore

 

 

100% ownership by TII

 

Telecommunication

 

Operational

 

Telin Singapore was established on December 6, 2007, pursuant to the laws of Singapore. Telin Singapore is a wholly owned subsidiary of TII. The Company has obtained Facility Based Operator License. Currently, it provides wholesale voice, wholesale data and Managed Service.

PT Metra Plasa

(“Metra Plasa”), Jakarta

 

60% ownership by Metra

 

Network and e-commerce services

 

Operational

 

Metra established Metra Plasa with eBay International AG on April 2, 2012.

PT Administrasi Medika (Ad Medika), Jakarta

 

75% ownership by Metra

 

Health insurance and administration services

 

Operational

 

Ad Medika was acquired on February 25, 2010. Ad Medika provides online claim processing services between the hospitals and health insurance companies.

PT Finnet Indonesia (Finnet), Jakarta

 

 

60% ownership by Metra

 

Information technology services

 

Operational

 

Finnet was established on October 31, 2005, as a provider of IT infrastructure, applications and content for information systems and financial transactions for the banking and financial services industry.

PT Telkom

Landmark Tower

(“TLT”), Jakarta

 

55% ownership by Telkom Property

 

Service for property development and management

 

Operational

 

GSD established TLT with Yakes Telkom on December 27,2011.

Telekomunikasi Indonesia International Ltd., Hong Kong (Telin Hong Kong), Hong Kong 

 

100% ownership by TII

 

Telecommunication

 

Operational

 

Telin Hong Kong was established in Hong Kong on December 8, 2010 a wholly owned subsidiary of TII. Telin Hong Kong obtained Unified Carrier License on March 1, 2011, Service Based Operator for MVNO on July 27 2011 and License for Operating Money Service on July 18, 2012. Currently, it provides wholesale voice, wholesale data and retail mobile services. The MVNO service is provided under the brand Kartu As 2in1.

PT Metra-Net (Metra-Net), Jakarta

 

99.99% ownership by Metra

 

Multimedia portal service

 

Operational

 

Metra-Net was established on April 17, 2009 and focuses on e-commerce (B2C) and portals.

Telekomunikasi Selular Finance Limited (TSFL), Mauritius

 

 

-

 

Finance established  to raise funds for the development of Telkomsels business through the issuance of debenture stock, bonds, mortgages or any other securities

 

Liquidated

 

TSFL was established on April 22, 2002.

 

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Companies

 

Percentage of Ownership Interest

 

Nature of Business

 

Operational Status

 

Description

Telekomunikasi Indonesia International S.A. (TL) (Telin Timor Leste), Timor Leste

 

100% ownership by TII

 

Telecommunication

 

Operational

 

Telin Timor Leste was a subsidiary of TII established on September 17, 2012. Telin Timor Leste  has obtained radio spectrum license and general registration certificate. It provides cellular services with coverage all over Timor Leste districts and broadband internet with 3G on 850Mhz frequency, Corporate Solution, as well as Wholesale Voice and Data

PT Graha Yasa Selaras (GYS), Jakarta 

 

51% ownership by GSD 

 

Tourism service

 

Operational 

 

GSD established GYS with Yakes Telkom on February 7, 2012 to focus on hospitality services.

PT Metra Digital Media (MD Media), Jakarta

 

99.99% ownership by Metra

 

Directory Information Services

 

Operational

 

MD Media was established on January 22, 2013 and focuses on digital advertising services.

PT Pojok Celebes Mandiri (PCM), Jakarta

 

51% ownership by Metra

 

Tour agent/bureau services

 

Operational

 

PCM was established on August 16, 2013 and provides travel booking and purchase services.

PT Satelit Multimedia Indonesia (SMI), Jakarta

 

99.99% ownership by Metra

 

Satellite service

 

Operational

 

SMI was established on March 25, 2013 and focuses on commerce and providing network services, telecommunication, satellite and multimedia services.

PT Metra Digital Investama (MDI), Jakarta

 

99.99% ownership by Metra

 

Trading and/or providing service related to information and technology, multimedia, entertainment, and investment

 

Operational

 

Previously PT Metra Media. MDI was established on January 29, 2013 and focuses on trading, construction, advertising, and other services.

Telekomunikasi Indonesia International Pty Ltd. (Telkom Australia), Australia

 

100% ownership by TII

 

Telecommunications and IT - based services

 

Operational

 

Telkom Australia is a wholly owned subsidiary of TII. Established on January 14, 2013, it engages in Business Process Outsourcing (BPO), Information Technology Outsourcing (ITO), and IT Services.

PT Metra TV (Metra TV), Jakarta

 

99.83% ownership by Metra

 

Subscription - broadcasting services

 

Operational

 

Metra TV was established on January 8, 2013 and provides pay-TV services.

Telkom Macau Ltd. (Telkom Macau), Macau

 

100% ownership by Telin Hong Kong

 

Telecommunication

 

Operational

 

Telkom Macau is a subsidiary of Telin Hong Kong, which was established on May 13, 2013 and is expected to provide MVNO services.

Telkom Taiwan Ltd. (Telkom Taiwan), Taiwan

 

100% ownership by Telin Hong Kong

 

Telecommunication

 

Dormant

 

Telkom Taiwan is a subsidiary of Telin Hong Kong, which was established on June 3, 2013 and is expected to provide MVNO services.

Telekomunikasi Indonesia International Inc. (Telkom USA), USA

 

100% ownership by TII

 

Telecommunication services

 

Operational

 

Telkom USA is a wholly owned subsidiary of TII. It was established on December 11, 2013.

PT Nusantara Sukses Sarana (NSS), Jakarta

 

99.99% ownership by GSD

 

Building and hotel service management and other services

 

Dormant

 

NSS was established on August 27, 2014 and focused on building and hotel service management

PT Nusantara Sukses Realti (NSR), Jakarta

 

99.99% ownership by GSD

 

Service and Trading

 

Dormant

 

NSR was established on August 27, 2014.

PT Nusantara Sukses Investasi (NSI), Jakarta

 

99.99% ownership by GSD

 

Service and Trading

 

Operational

 

NSI was established on August 27, 2014.

 

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Associated Companies

 

Companies

 

Percentage of Ownership Interest

 

Nature of Business

 

Operational Status

 

Description

PT Integrasi Logistik Cipta Solusi (“ILCS”), Jakarta

 

49% ownership by Metra

 

E-trade logistic services and other related services

 

Operational

 

Metra established ILCS with Pelindo II on September 21, 2012.

PT Citra Sari Makmur (CSM), Jakarta

 

 

25%

 

Very Small Aperture Terminal (“VSAT”), network application services and consulting services on telecommunications technology and related facilities

 

Operational

 

CSM was established on February 14, 1986.

PT Indonusa Telemedia (“Indonusa”), Jakarta

 

20% (including through 4.33% ownership by Metra)

 

Pay television and content services

 

Operational

 

Established on May 7, 1997, Indonusa is a multimedia (pay-TV, internet service) service provider. Since 2007, Indonusa was the first Pay TV operator in Indonesia to launch DTH Prepaid (Prepaid Satellite Pay TV), under the “TelkomVision” brand. On October 8, 2013, 1,036,059, 483 Indonusa shares (equivalent to 80% of its ownership in Indonusa) were sold to PT Trans Corpora and PT Trans Media Corpora.

PT Tiphone Mobile Indonesia Tbk (“TiPhone”), Jakarta

 

24.92% ownership by PINS

 

Telecommunication equipment business

 

Operational

 

Established on June 25, 2008.Based on notarial deed No. 118 dated September 11, 2014 of Jimmy Tanal, S.H., M.H.PINS, our subsidiary, acquired 25% ownership in TiPhone to strengthen our digital ecosystem

 

Joint Venture Companies

 

Company

 

Percentage of Ownership Interest

 

Nature of Business

 

Operational Status

 

Description

PT Melon Indonesia (Melon), Jakarta

 

 

51% ownership by Metra

 

Digital Content Exchange Hub services (“DCEH”)

 

Operational

 

Melon is a joint venture company between Metra and SK Telecom Korea. Melon was established on August 16, 2010.

Telekomunikasi Indonesia

International Malaysia Sdn. Bhd. (Telin Malaysia), Kuala Lumpur

 

49% ownership by TII

 

Telecommunication

 

Operational

 

Telekomunikasi Indonesia International Malaysia Sdn. Bhd. is a Joint Venture Company with Compudyne. Sdh. Bhd. established on July 2, 2013, obtaining Applications Service Provider Class (ASP(C)) on July 23, 2013 and Network Service Provider (NSP) on August 23, 2013. Engaging in the business of providing a full range of telecommunication services and other business related to telecommunications systems, data processing, systems and information systems in Malaysia.

PT Teltranet Aplikasi Solusi (Teltranet), Jakarta

 

51% ownership by Metra

 

Communication system services

 

Operational

 

Teltranet is a joint venture company between Metra and Telstra Holding Singapore Pte.Ltd.. Teltranet was established on October 27, 2014.

 

D.    PROPERTY AND EQUIPMENT

Our property and equipment are primarily used for telecommunication operations, which mainly consist of transmission installation and equipment, cable network and switching equipment. A description of these is contained in Note 12 to our Consolidated Financial Statements and Item 4 “Information on The Company - Business Overview - Network Infrastructure and Development". See Item 5B "Liquidity and Capital Expenditure - Material Commitments for Capital Expenditures” for material plans to construct, expand or improve our property and equipment

 

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Except for ownership rights granted to individuals in Indonesia, reversionary rights to land rests with the Republic of Indonesia, pursuant to Agrarian Law No.5/1960. Land title is designated through land rights, including Right to Build (Hak Guna Bangunan or HGB) and Right of Use (Hak Guna Usaha or HGU). Land title holders enjoy full use of the land for a specified period, subject to renewal and extensions. In most instances, land rights are freely tradable and may be pledged as security under loan agreements.

 

We own several pieces of land located throughout Indonesia with the right to build and use for a period of 10 to 45 years, which will expire between 201 and 2053. We believe that there will be no difficulty in obtaining the extension of the land rights when they expire. We hold registered rights to build and use for most of our properties. Pursuant to Government Regulation No.40/1996, the maximum initial period for the right to build is 30 years and is renewable for an additional 20 years. We are not aware of any environmental issues that could affect the utilization of our property and equipment. All assets owned by our  Company have  been pledged as collateral for bonds. Certain property and equipment of our  subsidiaries with gross carrying value amounting to Rp6,962 billion as of December 31, 2014  have been pledged as collateral for lending agreements. Please refer to Notes 18 and 19 of our Consolidated Financial Statement.

 

Insurance

 

As of December 31, 2014, property and equipment excluding land rights, with net carrying amounts of Rp85,352  billion were insured against fire, theft, earthquake and other specified risks, including business interruption, under blanket policies totaling Rp15,244  billion, US$119 million, EURO133 thousand, HKD19 million and SGD29 million. Management believes that the insurance coverage is adequate to cover potential losses from the insured risks.

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements for the years ended December 31, 2012, 2013 and 2014 included elsewhere in this Form 20-F. These Consolidated Financial Statements were prepared in accordance with IFRS as issued by the IASB.

 

A.      OPERATING RESULTS

 

We are the principal provider of local, domestic and international telecommunications services in Indonesia, as well as the leading provider of mobile cellular services through our majority-owned subsidiary, Telkomsel. Our objective is to become a leading TIMES player in the region. As of December 31, 2014, we had approximately 195.2 million subscribers in service, comprising 140.6 million cellular subscribers through Telkomsel, 9.7 million subscribers on our fixed wireline network, 4.4 million subscribers on our fixed wireless network and 40.5 million broadband subscribers. We also provide a wide range of other communication services, including telephone network interconnection services, multimedia, data and internet communication-related services, satellite transponder leasing, leased line, intelligent network and related services, cable television and VoIP services. We also operate multimedia businesses such as content and applications. We intend to continue to cope with market and industry challenges that may arise from time to time by leveraging our customer base, network quality, brand name and strategic execution capabilities.

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Growth of the Indonesian economy slowed in 2014 as growth in gross domestic product decreased from an average of 6.2% in the period from 2010 to2013 to 5.0% in 2014. Inflation accelerated from an average of 5.9% in the period from 2009 to2013 to 8.4% in 2014 (source: Center of Statistic Bureau) and the rupiah depreciated from an average of Rp8,508 in the period from 2010 to2014 to Rp12,440 as of December 31, 2014 (source: Bank Indonesia). Though the exposure of our Company and our subsidiaries to foreign exchange rates is not material, we are exposed to foreign exchange risk on certain of our sales, purchases (such as capital expenditures) and borrowings that are denominated in U Dollar and Japanese Yen

 

See Item 11 “Quantitative and Qualitative Disclosure about Market Risk – Exchange Rate Risk”.

 

The growth in our revenues from 2014 compared with 2013 was largely driven by increases in revenues from data, internet and information technology services, which increased by 15.7% driven largely by increased mobile phone data usage and mobile broadband subscriptions, and cellular revenues which increased by 6.7%.

 

Our operating results in 2014 compared with 2013 also reflected an increase in expenses. This increase was mainly driven by operation, maintenance and telecommunication service expenses, which increased primarily as a result of an increase in our network capacities to better serve our customers, particularly for internet and data service.

 

Principal Factors Affecting our Financial Condition and Results of Operations

 

Increase in Cellular Telephone Revenues with Increase in Subscribers ARPU

Our cellular telephone revenues increased by 6.7% from 2013 to 2014 due to an increase in the number of our cellular subscribers by 6.9% in 2014. Telkom's revenues from cellular phone services (usage charges, monthly subscription charges and features) accounted for 38.2% of our consolidated revenues for the year ended December 31, 2014, compared to 38.7% for the year ended December 31, 2013.

 

In Indonesia, mobile phones have become the primary tool for telecommunication, both for voice calls as well as for internet usage. Over 50% of our cellular revenues are derived from voice services, but the growing popularity of smartphones, has contributed to the growth of our cellular data revenues. We believe of competition in voice tariffs has stabilized for now, while the increase in data revenue has started to contribute to our ARPU. This is reflected in our increased monthly ARPU from approximately Rp37,500 in 2013 to approximately Rp39,000 in 2014 due to increased revenue from data, internet and information technology services.

 

We believe that while competition has become more rational in Indonesia, however, we still consider it as a major risk to our businesses.

 

See Item 3 “Key Information – Risk Factors – Risks Related to Our Business – Competition Risks Related to Our Cellular Business (Telkomsel)”.

 

Increase in Data, Internet and Information Technology Services Revenues

Data, internet and information technology services revenues accounted for 42.0% of our consolidated revenues for the year ended December 31, 2014, compared to 39.3% for the year ended December 31, 2013. Revenues from our data, internet and information technology services increased by 15.7% from 2013 to 2014. The increase in data, internet and information technology services revenues in 2014 was primarily due to a 22.2% increase in revenues from internet, data communication and information technology services, largely driven by increased mobile phone data usage and mobile broadband subscriptions. We seek to continue to increase such revenues and have continued to invest in improving broadband infrastructure.

 

Decrease in Fixed Lines Telephone Revenues

Our fixed lines telephone revenues decreased by 8.5% from Rp9,701 billion in 2013 to Rp8,881 billion in 2014 as a result of 2.2% decrease in fixed wireline revenues and 59.9% decrease in fixed wireless revenues. On June 27, 2014, we entered into a Conditional Business Transfer Agreement with Telkomsel to transfer parts of the Flexi business and migrate Flexi subscribers to Telkomsel. Although we plan to continue to operate the Flexi service to serve our remaining Flexi customers who have not migrated to Telkomsel till December 14, 2015, we have continued with our migration strategy to encourage our fixed wireless customers to enter into plans operated by Telkomsel. We believe that fixed lines telephone revenues have been declining due to the increased usage and more competitive tariffs of mobile cellular services and increased penetration of cellular subscribers in Indonesia. Cellular services provide increased convenience, and in certain cases where subscribers call other subscribers using the same provider’s network, tariffs can be lower than fixed wireline calls that are made to subscribers of another provider. We expect that the trend of declining fixed lines telephone revenues will continue.

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TELKOM'S CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

The following table sets out our Consolidated Statements of Comprehensive Income for the years ended 2012, 2013 and 2014. Each item is expressed as a percentage of total revenues or expenses.

 

 

 

2012

2013

2014

 

 

(Rp billion)

%

(Rp billion)

%

(Rp billion)

%

(US$ million)

Revenues

 

 

 

 

 

 

 

Telephone Revenues

 

 

 

 

 

 

 

Cellular

 

 

 

 

 

 

 

 

Usage charges

29,477

38.2

30,722

37.0

32,972

36.8

2,662

 

Features

558

0.7

686

0.8

751

0.8

61

 

Monthly subscription charges

696

0.9

730

0.9

567

0.6

46

 

Sub - total 

30,731

39.8

32,138

38.7

34,290

38.2

2,769

Fixed Lines

 

 

 

 

 

 

 

 

Usage charges

7,323

9.5

6,453

7.8

5,347

6.0

432

 

Monthly subscription charges

2,805

3.6

2,682

3.2

2,697

3.0

218

 

Call center 

228

0.3

324

0.4

736

0.8

59

 

Installation charges

112

0.1

12

0.0

31

0.0

2

 

Others

194

0.3

230

0.3

70

0.1

6

 

Sub - total 

10,662

13.8

9,701

11.7

8,881

9.9

717

Total Telephone Revenues

41,393

53.7

41,839

50.4

43,171

48.1

3,486

Data, Internet and Information Technology Service Revenues

 

 

 

 

 

 

 

 

Internet, data communication and information technology services

15,674

20.3

19,267

23.2

23,550

26.3

1,902

 

SMS

12,631

16.4

13,134

15.8

14,034

15.6

1,133

 

E-business 

55

0.1

83

0.1

103

0.1

8

 

VoIP

81

0.1

119

0.1

25

0.

2

Total Data, Internet and Information Technology Service Revenues

28,441

36.9

32,603

39.3

37,712

42.0

3,045

Interconnection Revenues

4,273

5.5

4,843

5.8

4,708

5.2

380

Network Revenues

1,208

1.6

1,253

1.5

1,280

1.4

103

Other Telecommunications Service Revenues

1,812

2.3

2,429

2.9

2,825

3.1

228

Total Revenues

77,127

100

82,967

100

89,696

100

7,242

Expenses

 

 

 

 

 

 

 

Operations, Maintenance and Telecommunication Service Expenses

 

 

 

 

 

 

 

 

Operations and maintenance

9,012

16.6

10,667

18.4

12,583

20.4

1,016

 

Radio frequency usage charges

3,002

5.5

3,098

5.4

3,207

5.2

259

 

Concession fees and USO  charges

1,445

2.7

1,595

2.8

1,818

3.0

147

 

Electricity, gas and water

879

1.6

1,063

1.8

1,180

1.9

95

 

Cost of set top boxes, SIM and RUIM cards

687

1.3

752

1.3

1,031

1.7

83

 

Leased lines and CPE

407

0.8

440

0.8

758

1.2

61

 

Vehicles rental and supporting facilities

293

0.5

439

0.8

581

0.9

47

 

Cost of IT services

222

0.4

677

1.2

357

0.6

29

 

Insurance

671

1.2

374

0.6

335

0.5

27

 

Project management

102

0.2

138

0.2

180

0.3

15

 

Others

76

0.1

89

0.2

258

0.4

21

Total Operations, Maintenance and Telecommunication Service Expense

16,796

31.0

19,332

33.4

22,288

36.2

1,800

Depreciation and Amortization

14,474

26.7

15,805

27.3

17,178

27.9

1,387

Personnel Expenses

 

 

 

 

 

 

 

 

Salaries and related benefits

3,257

6.0

3,553

6.1

3,759

6.1

304

 

Vacation pay, incentives and other benefits

3,400

6.3

3,252

5.6

3,182

5.2

257

 

Employees’ income tax

1,022

1.9

1,160

2.0

1,317

2.1

106

 

Pension benefit cost

831

1.5

988

1.7

643

1.0

52

 

Post-employment health care benefit cost

246

0.5

382

0.7

248

0.4

20

 

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2012

2013

2014

 

 

(Rp billion)

%

(Rp billion)

%

(Rp billion)

%

(US$ million)

 

Housing

200 

0.4 

220 

0.4 

224 

0.4 

18 

 

LSA expense

121 

0.2 

19 

0.0 

115 

0.2 

 

Insurance

83 

0.2 

92 

0.2 

98 

0.2 

 

Other employee benefits cost

35 

0.1 

15 

0.0 

56 

0.1 

 

Other post-employment benefit cost

42 

0.1 

41 

0.1 

48 

0.1 

 

Early retirement program

699 

1.3 

0.0 

0.0 

 

Others

24 

0.0 

107 

0.2 

86 

0.1 

Total Personnel Expenses

9,960 

18.4 

9,829 

17.0 

9,776 

15.9 

789 

Interconnection Expenses

4,667 

8.6 

4,927 

8.5 

4,893 

7.9 

395 

General and Administrative Expenses

3,036 

5.6 

4,155 

7.2 

3,963 

6.4 

320 

Marketing Expenses

3,094 

5.7 

3,044 

5.3 

3,092 

5.0 

250 

Loss on foreign exchange - net

189 

0.3 

249 

0.4 

14 

0.0 

Other expenses

1,973 

3.6 

480 

0.8 

396 

0.6 

32 

Total Expenses

54,200  

100  

57,850  

100  

61,617  

100  

4,975  

Other income

2,559 

 

2,581 

 

1,076 

 

87 

Operating Profit

25,497  

 

27,727  

 

29,172  

 

2,355  

Finance income

596 

 

836 

 

1,238 

 

100 

Finance costs

(2,055)

 

(1,504)

 

(1,814)

 

(146)

Share of loss of associated companies

(11)

0.0 

(29)

0.1 

(17)

0.0 

(1)

Profit before Income Tax

24,027  

 

27,030  

 

28,579  

 

2,308  

Net Income Tax Expense

(5,886)

 

(6,900)

 

(7,341)

 

(593)

Profit for the Year

18,141  

 

20,130  

 

21,238  

 

1,715  

Other Comprehensive Income (Expenses) - Net

(2,540)

 

5,115 

 

810 

 

65 

Net Comprehensive Income for the Year

15,601  

 

25,245  

 

22,048  

 

1,780  

Profit for the year attributable to owners of the parent company

12,621 

 

14,046 

 

14,437 

 

1,166 

Net comprehensive income for the year attributable to owners of the parent company

10,056 

 

19,018 

 

15,291 

 

1,235 

Basic and Diluted Earnings per Share (in full amount)

 

 

 

 

 

 

 

 

Profit per share

131.45 

 

145.77 

 

147.78 

 

0.01 

 

Profit per ADS (200 Series B shares per ADS)

26,290.80 

 

29,153.58 

 

29,556.53 

 

2.39 

 


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Financial Overview

 

Year ended December 31, 2014 compared to year ended December 31, 2013

 

1.       Revenues 

 

Total revenues increased by Rp6,729 billion, or 8.1%, from Rp82,967 billion in 2013 to Rp89,696 billion in 2014. The increase was primarily contributed by data, internet and information technology service revenues and cellular telephone revenues, and to a lesser extent, other telecomunications service revenues.

 

a.       Cellular Telephone Revenues

Cellular telephone revenues increased by Rp2,152 billion, or 6.7%, from Rp32,138 billion in 2013 to Rp34,290 billion in 2014 primarily due to an increase in usage charge. Usage charges increased by Rp2,250 billion, or 7.3%, from Rp30,722 billion in 2013 to Rp32,972 billion in 2014 due to an increase of 6.9 in both our prepaid and postpaid subscriber and an increase in our local and long distance usage. Revenues from features increased by Rp65 billion or 9.5%, from Rp686 billion in 2013 to Rp751 billion in 2014 due to increase in usage of features by our subscribers. Monthly subscription charges decreased by Rp163 billion, or 22.3%, from Rp730 billion in 2013 to Rp567 billion in 2014..

Our total cellular telephone revenues accounted for 38.2% of our consolidated revenues for the year ended December 31, 2014.

 

b.       Fixed Line Telephone Revenues

Fixed line telephone revenues decreased by Rp820 billion, or 8.5%, from Rp9,701 billion in 2013 to Rp8,881 billion in 2014. The decrease in fixed line telephone revenues was due to decrease in fixed wireline revenue by 2.2% and fixed wireless revenues by 59.9%. The decrease was primarily due to decrease in usage charges of Rp1,106 billion, or 17.1% caused by a decrease in local and domestic long distance usage. Our fixed wireless revenues declined significantly due to our planned termination of the service by the end of 2015 and ourmigration strategy to encourage our fixed wireless customers to enter into plans operated by Telkomsel.

The decreased in fixed line telephone revenues was partially offset by an increased in our call center revenues by Rp412 billion, or 127.2%

 

c.        Data, Internet and Information Technology Service Revenues

Our data, internet and information technology service revenues accounted for 42.0% of our consolidated revenues for the year ended December 31, 2014, compared to 39.3% for the year ended December 31, 2013.

Data, internet and information technology service revenues increased by Rp5,109 billion, or 15.7%, from Rp32,603 billion in 2013 to Rp37,712 billion in 2014. This increase was primarily due to an increase in revenues from internet, data communication and information technology services by Rp4,283 billion, or 22.2%, which was driven by an increase  of 80.3% in Flash subscribers, from 17.3  million subscribers as of December 31, 2013 to 31.2 million subscribers as of December 31, 2014.

SMS revenues increased by Rp900 billion, or 6.9%, from Rp13,134 billion in 2013 to Rp14,034 billion in 2014

 

d.       Interconnection Revenues

Interconnection revenues comprised interconnection revenues from our fixed line network and interconnection revenues from Telkomsel’s mobile cellular network including incoming international long-distance revenues from our IDD service (TIC-007).

Interconnection revenues decreased by Rp135 billion, or 2.8%, from Rp4,843 billion in 2013 to Rp4,708 billion in 2014 primarily due to a decrease in incoming calls to our subscribers.

 

e.        Network Revenues

Network revenues increased by Rp27 billion, or 2.2%, from Rp1,253 billion in 2013 to Rp1,280 billion in 2014 primarily due to an increase in our satellite transponder lease revenue by Rp278 billion, or 70.9%, from Rp392 billion in 2013 to Rp670 billion in 2014 as result of an increase in satellite transponder capacity lease by 18,4% from 3.007 million Mhz in 2013 to 3.560 million MHz in 2014.This increase was partially offset by a decrease in leased lines revenue by Rp251 billion, or 29.2%.


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f.        Other Telecommunications Service Revenues

Other telecommunications service revenues increased by Rp396 billion, or 16.3%, from Rp2,429 billion in 2013 to Rp2,825 billion in 2014. The increase was primarily due to an increase in CPE and terminal revenue of Rp459 billion, or 249.5%, in others revenues of Rp310 billion, or 98.1% and leased revenues of Rp116 billion, or 17.5%

The increase was partly offset primarily by a decrease in revenues from USO by Rp327 billion, or 64.4% and Pay TV revenue by Rp178 billion, or 65.0%.

 

g.        Other Income

Other income decreased by Rp1,505 billion, or 58.3%, from Rp2,581 billion in 2013 to Rp1,076 billion in 2014 as we had recognized a gain on the sale of 80% of our ownership in PT Indonusa on 2013.

 

2.       Expenses 

 

Total expenses increased by Rp3,767 billion, or 6.5%, from Rp57,850 billion in 2013 to Rp61,617 billion in 2014. The increase in expenses was attributable primarily to increases in operations, maintenance and telecommunication services and depreciation and amortization.

 

a.       Operations, Maintenance and Telecommunication Service Expenses

Operations, maintenance and telecommunication service expenses increased by Rp2,956 billion, or 15.3%, from Rp19,332 billion in 2013 to Rp22,288 billion in 2014.

 

The increase in operations, maintenance and telecommunication service expenses is was primarily attributable to the following:

-      Operations and maintenance increased by Rp1,916 billion, or 18.0% due to an increase in expenses associated with network maintenance to improve our cellular business performance

-      Leased lines and CPE increased by Rp318 billion, or 72.3%, in line with the increase in CPE and terminal revenues

-      Cost of set top boxes, SIM and RUIM cards increase by Rp279 billion, or 37.1%, due to an increase in handset and modem sale

 

b.       Depreciation and Amortization

Depreciation and amortization increased by Rp1,373 billion, or 8.7%, from Rp15,805 billion in 2013 to Rp17,178 billion in 2014, primarily due to increase in depreciation expense related to transmission installation and equipment as part of an  effort to improve our service to customers and impairment of assets in our fixed wireless business of Rp805 billion.

 

 In 2014, we decided to cease our fixed wireless business by no later than December 14, 2015. We assessed the recoverable amount to be Rp549 billion as of December 31, 2014 and determined that the assets for fixed wireless CGU were further impaired by Rp805 billion. The recoverable amount has been determined based on VIU calculation using the most recent cash flow projection approved by management. The cash flow projection included cash inflows from the continuing use of the assets during the remaining service period and projected net cash flows to be received for the disposal of the assets for fixed wireless CGU at the end of the service period. Projected net cash flows to be received for the disposal of the assets were determined based on cost approach, adjusted for physical, technological and economic obsolescence. Management applied a pre-tax discount rate of 13.5% derived from ours post-tax weighted average cost of capital and benchmarked to externally available data. In addition, management also applied technological and economic obsolescence rate of 30% based on the internal data, due to the lack of comparable market data because of the nature of the assets. The determination of VIU calculation is most sensitive to the technological and economic obsolescence rate assumption. An increase in technological and economic obsolescence rate to 40% would result in a further impairment of Rp70 billion.

 

c.        Personnel Expenses

Personnel expenses decreased by Rp53 billion, or 0.5%, from Rp9,829 billion in 2013 to Rp9,776 billion in 2014 due to decrease in pension benefit cost by Rp345  billion, or 34.9%, and a decreased in post-employment health care benefit cost by Rp134  billion, or 35.1%. 

 

The decreased was offset by an increase in salaries and related benefits by Rp206 billion or 5.8% due to an increase in the number of employee by 1.1% from 25,011 employees as of December 31, 2013 to 25,284 employees as of December 31, 2014. This resulted in an increase in employees’ income tax by Rp157 billion, or 13.5% from Rp1,160 billion in 2013 to Rp1,317 billion in 2014.

 

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d.       Interconnection Expense

Interconnection expense decreased by Rp34 billion, or 0.7%, from Rp4,927 billion in 2013 to Rp4,893 billion in 2014 primarily due to a decrease of Rp81 billion, or 2.2% in domestic interconnection and access expense. This decrease was partially offset with an increased in international interconnection by Rp47 billion, or 3.9%.

 

e.        General and Administrative Expense

General and administrative expense decreased by Rp192 billion, or 4.6%, from Rp4,155 billion in 2013 to Rp3,963 billion in 2014 primarily due to a decreased in provision for impairment of receivables by Rp805 billion, or 50.7%. This decreased was partially offset with an increased in general expense by Rp292 billion, or 43.3%, other general and administrative expenses by Rp122 billion, or 58.1% and training, education and recruitment expense by Rp11 billion, or 28.2%

 

f.        Marketing Expense

Marketing expenses increased by Rp48 billion, or 1.6%, from Rp3,044 billion in 2013 to Rp3,092 billion in 2014 due to an increase of Rp80 billion, or 15.1% in customer education expenses primarily for our broadband service. The increase was offset by decrease in advertising and promotion expenses by Rp18 billion, or 0.7%, due to the selective use of media for promotion and increased of group synergy in marketing our products.

 

g.        Loss on Foreign Exchange - net

We posted loss on foreign exchange - net Rp14 billion in 2014, lower than Rp249 billion in 2013, due to a lower rate of US Dollar appreciation against the Rupiah, which appreciated by 1.7% in 2014 compared to 26.3% in 2013.

 

h.       Other Expenses

Other expenses decreased by Rp84 billion, or 17.5%, from Rp480 billion in 2013 to Rp396 billion in 2014.

 

3.       Operating Profit and Operating Profit Margin

As a result of the foregoing, operating profit increased by Rp1,445 billion, or 5.2%, from Rp27,727 billion in 2013 to Rp29,172 billion in 2014. Operating profit margin decreased from 33.4% in 2013 to 32.5% in 2014.

 

4.       Profit before Income Tax and Pre-Tax Profit Margin

As a result of the foregoing, profit before income tax increased by Rp1,549 billion, or 5.7%, from Rp27,030 billion in 2013 to Rp28,579 billion in 2014. Pre-tax profit margin decreased from 32.6% in 2013 to 31.9% in 2014.

 

5.       Net Income Tax Expense

Net income tax expense increased by Rp441 billion, or 6.4%, from Rp6,900 billion in 2013 to Rp7,341 billion in 2014, in line with the increase in profit before income tax.

 

6.       Other Comprehensive Income (Expenses) - Net 

Other comprehensive income-net decreased by Rp4,305 billion, or 84.2%, from Rp5,115 billion in 2013 to Rp810 billion in 2014 due to a decreased in defined benefit plan actuarial gain by Rp4,214 billion, or 84.3%. 

 

7.       Net Comprehensive Income for the Year

Net comprehensive income for the year decreased by Rp3,197 billion, or 12.7%, from Rp25,245 billion in 2013 to Rp22,048 billion in 2014.

 

8.       Profit for the Year Attributable to Owners of the Parent Company

Profit for the year attributable to owners of the parent company increased by Rp391 billion, or 2.8%, from Rp14,046 billion in 2013 to Rp14,437 billion in 2014.

 

9.       Net Comprehensive Income for the Year Attributable to Owners of the Parent Company

Net comprehensive income for the year attributable to owners of the parent company decreased by Rp3,727 billion, or 19.6%, from Rp19,018 billion in 2013 to Rp15,291 billion in 2014.

 

10.    Profit per Share

Profit per share increased by Rp2.01, or 1.4%, from Rp145.77 in 2013 to Rp147.78 in 2014

 

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Year ended December 31, 2013 compared to year ended December 31, 2012

 

1.     Revenues 

 

Total revenues increased by Rp5,840 billion, or 7.6%, from Rp77,127 billion in 2012 to Rp82,967 billion in 2013. The increase in revenues in 2013 was primarily due to an increase in cellular telephone revenues and data, internet and information technology services revenues and partially offset by a decrease in revenue from fixed lines telephone.

 

          a.         Cellular Telephone Revenues

Cellular telephone revenues increased by Rp1,407 billion, or 4.6%, from Rp30,731 billion in 2012 to Rp32,138 billion in 2013 primarily due to increase in usage charge as a result of a 5.1% increase in our cellular subscribers.  

Usage charges increased by Rp1,245 billion, or 4.2%, from Rp29,477 billion in 2012 to Rp30,722 billion in 2013 due to an increase in the number of both our prepaid and postpaid subscribers, and due to an increase in our long distance usage. Revenues from features increased by Rp128 billion or 22.9%, from Rp558 billion in 2012 to Rp686 billion in 2013. Monthly subscription charges increased by Rp34 billion, or 4.9%, from Rp696 billion in 2012 to Rp730 billion in 2013 primarily due to 15.8% increase in the number of our postpaid subscribers.  

Our total cellular telephone revenues accounted for 38.7% of our consolidated revenues in 2013, compared to 39.8% in 2012.  

 

          b.         Fixed Lines Telephone Revenues

Fixed lines telephone revenues decreased by Rp96billion, or 9.0%, from Rp10,662 billion in 2012 to Rp9,701 billion in 2013. The decrease in fixed lines telephone revenues was primarily due to a decrease in fixed wireline and fixed wireless revenues of 8.3% and 14.3% respectively. The decrease in fixed wireline and fixed wireless revenues was primarily due to a decrease in usage charges of Rp870 billion, or 11.9%, and a decrease in monthly subscription charges revenues of Rp123 billion, or 4.4%which were primarily caused by a decrease in local and domestic long distance usage caused by the trend of shifting usage from fixed lines telephone to cellular telephone services.

 

           c.         Data, Internet and Information Technology Service Revenues

Our data, internet and information technology service revenues accounted for 39.3% of our consolidated revenues in 2013, compared to 36.9% in 2012.  

  

Data, internet and information technology service revenues increased by Rp4,162 billion, or 14.6%, from Rp28,441 billion in 2012 to Rp32,603 billion in 2013. This increase was primarily due to an increase in revenues from internet, data communication and information technology services by Rp3,593 billion, or 22.9%, which driven by the following factors:

-         a 38.7% increase in cellular data communication revenues from Rp7,491  billion in 2012 to Rp10,393 billion in 2013, which accounted for 32.8% of data, internet and information technology revenues in 2013, resulting from a 56.5% increase in Flash subscribers, from 11.0 million subscribers in 2012 to 17.3 million subscribers in 2013,  

-         a 6.3% increase in Speedy monthly subscription revenues from Rp4,150 billion in 2012 to Rp4,413 billion in 2013, which accounted for 13.9% of data, internet and information technology revenues in 2013, resulting from a 28.7% increase in Speedy subscribers, from 2.3 million subscribers in 2012 to  3.0 million subscribers in 2013,  

-         a 47.4% increase in data communication Ethernet revenue from Rp338 billion in 2012 to Rp498 billion in 2013, which accounted for 1.6% of data, internet and information technology revenues in 2013 due to a 39.4% increase in the volume of data which passed through Metro Ethernet, from 240,315 Mbps in 2012 to 334,935 Mbps in 2013, and  

-         a 7.8% increase in data communication VPN revenue from Rp1,621 billion in to Rp1,748 billion in 2013, which accounted for 5.5% of data, intenet and information technology revenues in 2013 due to a 14.1% increase in the volume of data which passed through our VPN network, from 40,748 Mbps in 2012 to 46,505 Mbps in 2013.

  

SMS revenues increased by Rp503 billion, or 4.0%, from Rp12,631 billion in 2012 to Rp13,134 billion in 2013 due to a 25.2% increase in our SMS volumes from 118.1 billion messages in 2012 to 147.9 billion messages in 2013. Effective June 1, 2012, in line with the cost-based interconnection regime for voice calls, the Government implemented cost-based interconnection for SMS. As Telkomsel historically had more incoming SMS than outgoing SMS, cost-based interconnection for SMS resulted in an overall benefit for Telkomsel.

 

          d.         Interconnection Revenues

Interconnection revenues comprise interconnection revenues from our fixed line network and interconnection revenues from Telkomsel’s mobile cellular network. Interconnection revenues include incoming international long-distance revenues from our IDD service (TIC-007).

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Interconnection revenues increased by Rp570 billion, or 13.3%, from Rp4,273 billion in 2012 to Rp4,843 billion in 2013. This increase was primarily due to an increase in domestic interconnection revenues of Rp353 billion, or 13.5%, and an increase of Rp217 billion, or 13.1% in international interconnection revenues, primarily resulting from our promotion rate offers for international calls and the increased number of incoming calls to mobile subscribers.

 

        e.            Network Revenues

Network revenues increased by Rp45 billion, or 3.7%, from Rp1,208 billion in 2012 to Rp1,253 billion in 2013 primarily due to an increase in our revenues from leased lines services of Rp37 billion, or 4.5%, from Rp824 billion in 2012 to Rp861 billion in 2013, primarily resulting from the increasing number of subscribers for our leased channel and satellite services by 27,078 e1 or 7.0%.

 

        f.            Other Telecommunications Service Revenue

Revenues from other telecommunications services increased by Rp617 billion, or 34.1%, from Rp1,812 billion in 2012 to Rp2,429 billion in 2013. The increase was primarily due to an increase of Rp260 billion, or 64.8%, in lease revenue, an increase in revenues from USO compensation of Rp271 billion, or 114.3%, primarily due to an increase in USO projects to establish internet service centers in various provincial capital cities in 2013 and an increase of Rp78 billion, or 73.6%, in CPE and terminal revenue.

The increase was partly offset by a decrease in revenues from pay TV of Rp131 billion, or 32.3% primarily due to the sale of our 80% ownership in Indonusa, which provides pay TV services in October 2013.

 

        g.            Other Income

Other income increased by Rp22 billion, or 0.9%, from Rp2,559 billion in 2012 to Rp2,581 billion in 2013 primarily due to a Rp1,383 billion gain recognized on our sale of 80% of our ownership in PT Indonusa, and was partially offset by the lack of insurance compensation income from Telkom-3 satellite in 2013, compared to insurance compensation revenue of Rp1,772 billion in 2012.

  

2      Expenses 

 

Total expenses increased by Rp3,650 billion, or 6.7%, from Rp54,200 billion in 2012 to Rp57,850 billion in 2013. The increase in expenses was attributable primarily to increases in operations, maintenance and telecommunication services, depreciation and amortization and general and administrative expenses.

  

          a.         Operations, Maintenance and Telecommunication Services Expenses

Operations, maintenance and telecommunications services expenses increased by Rp2,536 billion, or 15.1%, from Rp16,796 billion in 2012 to Rp19,332 billion in 2013.

  

The increase in operations, maintenance and telecommunications services expenses was primarily attributable by the following:

  

-         An increase in operations and maintenance of Rp1,655 billion, or 18.4%, from Rp9,012 billion in 2012 to Rp10,667 billion in 2013, primarily due to an increase in expenses associated with increasing the capacity of receiver and transmission stations and Telkomsel’s broadband services.

-         Cost of IT services increased by Rp455 billion, or 205.0%, from Rp222 billion in 2012 to Rp677 billion in 2013. This increase was primarily due to expenses relating to an upgrade in Metra's IT system as well as software license and outsourcing services expenses.

-         Electricity, gas and water expenses increased by Rp184 billion, or 20.9%, from Rp879 billion in 2012 to Rp1,063 billion in 2013, primarily due to an increase in electricity expenses resulting from the increasing number of our BTS, the expansion of the network for Telkomsel’s broadband services and increased electricity tariffs.

  

The increases was partially offset by a decreased in insurance expenses by Rp297 billion, or 44.3%, from Rp671 billion in 2012 to Rp374 billion in 2013 primarily due to the lack of satellite insurance payment for Telkom-3 in 2013, which we paid in 2012.  

  

Our total operations, maintenance and telecommunications services expenses accounted for 33.4% of our consolidated expenses in 2013, compared to 31.0% in 2012

  

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             b.      Depreciation and Amortization

Depreciation and amortization increased by Rp1,33billion, or 9.2%, from Rp14,474 billion in 2012 to Rp15,805 billion in 2013, primarily due to an increase in depreciation expenses of Rp1,235 billion, or 8.9% from Rp13,898 billion in 2012 to Rp15,133 billion in 2013. The increase in depreciation expenses was primarily due to the increasing number of our BTS, which impacts our depreciation expenses and impairment of assets in our fixed wireless business of Rp596 billion.

 

The impairment indicators on our fixed wireless CGU continued to exist in 2013 mainly due to increased competition in the fixed wireless market and that has resulted in lower average tariffs, declining active customers and declining ARPU and we conducted an impairment test to determine if further impairment was necessary. See Item 3 “Key Information – Risk Factors – Risks Related to Our Business – Risks Related to Our Fixed Telecommunication Business”. We assessed the recoverable value of the assets in the CGU and determined that assets for the fixed wireless CGU were impaired by Rp596 billion at December 31, 2013. The recoverable amount was determined based on value in use ("VIU") calculations. These calculations used pre-tax cash flow projections approved by management covering a five-year period and with cash flows beyond the five-year period extrapolated using a perpetuity growth method. The cash flow projections reflect management’s expectations of revenue, Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) growth and operating cash flows on the basis that the fixed wireless CGU generates positive net cash flows starting from 2014. Management’s cash flow projection also incorporates management’s reasonable expectations for developments in macro economic conditions and market expectations for the Indonesian telecommunications industry. As of December 31, 2013, management applied a pre-tax discount rate of 13.5% derived from the Company’s post-tax weighted average cost of capital and benchmarked to externally available data. As of December 31, 2013, the perpetuity growth rate used is 0% and assuming that subscriber numbers and ARPU may continue to decrease after five years.

  

A 1% increase in the discount rate used would result in an increase in impairment loss to become approximately Rp703 billion in 2013. However, the recoverable amount of the fixed wireless CGU is most sensitive to whether management will be able to implement its plans, including the cost efficiency plan, such that it generates positive cash flows and returns to profitability as projected. If the performance of the fixed wireless CGU continues to decline or if management’s initiatives are not performing as expected in the next financial year, analysis will be required to assess whether there will be further impairment in the future.

  

              c.      Personnel Expenses

Personnel expenses decreased by Rp131 billion, or 1.3%, from Rp9,960 billion in 2012 to Rp9,829 billion in 2013 due to no early retirement programs being offered in 2013 which led to a decrease in early retirement program expenses by Rp699 billion or 100.0% in 2013. This decrease was partially offset by an increase in salaries and related benefits by Rp296 billion, or 9.1% from Rp3,257 billion in 2012 to Rp3,553 billion in 2013 due to an increase in basic salary and benefits, an increase in pension benefit cost of Rp157 billion, or 18.9%, and an increase in employees’ income tax by Rp138 billion, or 13.5% due to an increase in salary and related benefits.

  

             d.      Interconnection Expenses

Interconnection expenses increased by Rp260 billion, or 5.6%, from Rp4,667 billion in 2012 to Rp4,927 billion in 2013 primarily due to an increase of Rp256 billion, or 7.4%, in domestic interconnection and access expense, primarily driven by the increase of 13.5% in domestic interconnection revenues.

 

              e.      General and Administrative Expenses

General and administrative expenses increased by Rp1,119 billion, or 36.9%, from Rp3,036 billion in 2012 to Rp4,155 billion in 2013 due to an increase in provision for impairment of receivables by Rp674 billion, or 73.7% from Rp915 billion in 2012 to Rp1,589 billion in 2013. The increased was also due to a 59.1% increase in training, education and recruitment expenses, which increased by Rp153 billion primarily due to cost related to our global talent program to provide our employees with international experience as part of our international expansion and a 28.1% increase in general expenses which increased by Rp148  billion primarily due to an increase in director and commissioner remuneration

 

This increase was partially offset by a 34.1% decrease in social contribution expenses, which decreased by Rp44 billion in 2013.  

 

              f.      Marketing Expenses

Marketing expenses decreased by Rp50 billion, or 1.6%, from Rp3,094 billion in 2012 to Rp3,044 billion in 2013 primarily due to a decrease in advertising and promotion expenses by Rp93 billion, or 3.7%, primarily due to our the selective use of media for promotion and increasing group synergy in 2013.

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              g.      Loss on Foreign Exchange - net

Loss on foreign exchange - net increased by Rp60 billion, or 31.7%, from Rp189 billion in 2012 to Rp249 billion in 2013. The increase was primarily due to the appreciation of the US Dollar against the Rupiah by 26.3% during 2013.

 

             h.      Other Expenses 

Other expenses decreased by Rp1,493 billion, or 75.7%, from Rp1,973 billion in 2012 to Rp480 billion in 2013. The decrease primarily related to derecognition in 2012 of the carrying value of the Telkom-3 Satellite, which was built and launched, but failed to reach usable orbit, which amounted to Rp1,606 billion.

 

3.     Operating Profit and Operating Profit Margin  

As a result of the foregoing, operating profit increased by Rp2,230 billion, or 8.7%, from Rp25,497 billion in 2012 to Rp27,727 billion in 2013. Operating profit margin increased from 33.1% in 2012 to 33.4% in 2013.

 

4.     Profit before Income Tax and Pre - Tax Profit Margin   

As a result of the foregoing, profit before income tax increased by Rp3,003 billion, or 12.5%, from Rp24,027 billion in 2012 to Rp27,030 billion in 2013. Pre – tax profit margin slightly increased from 31.2% in 2012 to 32.6% in 2013.

 

5.     Net Income Tax Expense  

Net income tax expense increased by Rp1,014 billion, or 17.2%, from Rp5,886 billion in 2012 to Rp6,900 billion in 2013, following the increase in profit before income tax.

 

6      Other Comprehensive Income (Expenses) - Net

Other comprehensive income-net increased by Rp7,655 billion, or 301.4%, from expenses by Rp2,540 billion in 2012 to income by Rp5,115 billion in 2013 due to increase in defined benefit plan actuarial gain by Rp7,565 billion, or 294.8%, from losses in 2012 by Rp2,566 billion to gain by Rp4,999 billion in 2013.

 

7.     Net Comprehensive Income for the Year  

Net comprehensive income for the year increased by Rp9,644 billion, or 61.8%, from Rp15,601 billion in 2012 to Rp25,245 billion in 2013.

 

8      Profit for the Year Attributable to Owners of the Parent Company

Profit for the year attributable to owners of the parent company increased by Rp1,425 billion, or 11.3%, from Rp12,621 billion in 2012 to Rp14,046 billion in 2013.

 

9      Net Comprehensive Income for the Year Attributable to Owners of the Parent Company

Net comprehensive income for the year attributable to owners of the parent company increased by Rp8,962 billion, or 89.1%, from Rp10,056 billion in 2012 to Rp19,018 billion in 2013.

 

10. Profit  per Share  

Profit per share increased by Rp14.32, or 10.9%, from Rp131.45 in 2012 to Rp145.77 in 2013.

 

 

Segment Overview

 

We have four main operating segments, described in more details as follows

-          Our corporate segment provides telecommunications services including interconnection, leased lines, satellite, VSAT, contact center, broadband access, information technology services, data and internet services to companies and institutions.

-          Our home segment provides fixed wireline telecommunications services, pay TV, data and internet services to home customers.

-          Our personal segment provides mobile cellular and fixed wireless telecommunications to individual customers.

-          Our others segment provides building management services.

 

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For more detailed information regarding our segment information, see Note 3 to our Consolidated Financial Statements. Our segment results for the years ended 2012, 2013 and 201 were as follows:

 

Telkom’s Results of Operations by Segment

 

 

 

 

 

 

Years Ended December 31,

 

 

2012

2013

2014

 

 

(Rp billion)

(Rp billion)

(Rp billion)

US$ (million)

Corporate

 

 

 

 

Revenues

 

 

 

 

 

External revenues

15,579 

17,041 

18,763 

1,515 

 

Inter-segment revenues

6,468 

8,549 

10,652 

860 

Total segment revenues

22,047 

25,590 

29,415 

2,375 

Total segment expenses

(17,976)

(20,375)

(22,575)

(1,823)

Segment results

4,071 

5,215 

6,840 

552 

Depreciation and amortization

(2,079)

(2,423)

(2,699)

(218)

Impairment of assets

Provision for impairment of receivables

(92)

(994)

(184)

(15)

Home

 

 

 

 

Revenues

 

 

 

 

 

External revenues

7,360 

6,669 

6,682 

540 

 

Inter-segment revenues

2,223 

2,794 

2,667 

215 

Total segment revenues

9,583 

9,463 

9,349 

755 

Total segment expenses

(7,939)

(8,885)

(8,894)

(718)

Segment results

1,644 

578 

455 

37 

Depreciation and amortization

(1,168)

(1,487)

(1,495)

(121)

Impairment of assets

Provision for impairment of receivables

(505)

(390)

(467)

(38)

Personal

 

 

 

 

Revenues

 

 

 

 

 

External revenues

54,087 

59,028 

64,000 

5,168 

 

Inter-segment revenues

2,188 

2,358 

2,686 

217 

Total segment revenues

56,275 

61,386 

66,686 

5,385 

Total segment expenses

(36,372)

(39,463)

(44,769)

(3,615)

Segment results

19,903 

21,923 

21,917 

1,770 

Depreciation and amortization

(10,940)

(11,234)

(12,071)

(975)

Impairment of assets

(247)

(596)

(805)

(65)

Provision for impairment of receivables

(318)

(202)

(133)

(11)

Other

 

 

 

 

Revenues

 

 

 

 

 

External revenues

117 

229 

251 

20 

 

Inter-segment revenues

648 

909 

1,632 

132 

Total segment revenues

765 

1,138 

1,883 

152 

Total segment expenses

(685)

(1,008)

(1,718)

(139)

Segment results

80 

130 

165 

13 

Depreciation and amortization

(22)

(40)

(61)

(5)

Impairment of assets

Provision for impairment of receivables

(3)

 

Year ended December 31, 2014 compared to year ended December 31, 2013.

 

Corporate Segment

 

Our corporate segment revenues increase by Rp3,825 billion, or 14.9%, from Rp25,590 billion in 2013 to Rp29,415 billion in 2014. The increase was primarily due to an increased in others telecommunications services by Rp1,391 billion, or 30.8%, reflecting an increase in tower lease revenue by Rp678 billion, or 34.1%, in line with growth in the number BTSs by 31.2% and tower tenants by 31.4%, an increase in management service revenue by Rp391 billion, or 1,261.7%, and an increase in E-payment revenue to Rp341 billion, or 180.7%. Network revenue increased by Rp682 billion, or 19.5%, due to an increase in transponder revenue by Rp805 billion, or 48.5%, which partially offset by a decreased on leased line revenue Rp129.4 billion, or 8.0%. Data and internet revenue increased by Rp1,001 billion, or 12.5%, due to an increased in Astinet revenue of Rp391 billion, or 71.2%, and an incrase in Metro E revenue by Rp430 billion or 43.3%. Interconnection revenues increased by Rp317 billion, or 6.7%, due to an increase in our wholesale voice revenue by Rp146 billion, or 25.1%, an increase in SLI 007 incoming interconnection revenue by Rp91 billion, or 6.1%, an

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increase in local cellular by Rp59 billion or 7.4%. Wireline revenue increased by Rp437.8 billion, or 9.3% due to an increase in call center revenue by Rp429 billion, or 41.5%.

 

Our corporate segment expenses increase by Rp2,200 billion, or 10.8%, from Rp20,375 billion in 2013 to Rp22,575 billion in 2014, primarily due to an increased of Rp1,220 billion, or 12.9% in operating and maintenance expenses as a result of higher tower rent expenses which increased by Rp599 billion, or 129.2%,site operating expense which increased by Rp301 billion, and managed services expense which increased by Rp292 billion or 1,928.1%. Depreciation expense increased by Rp322 billion, or 14.7% due to an increase in depreciation of equipment and installation of transmission by Rp187 billion, or 33.7% and an increase in depreciation expense of power supply by Rp115 billion, or 50.7%. Interconnection expenses increased by Rp178 billion, or 4.6%, and in foreign exchange gain decreased by Rp616 billion, or 92.5%.

 

Home Segment

 

Our home segment revenues decrease by Rp114 billion, or 1.2%, from Rp9,463 billion in 2013 to Rp9,349 billion in 2014 primarily due to the decline in wireline revenues by Rp302.4 billion, or 6.5% as a result of a decrease in local usage. Other telecommunication service revenue decrease Rp431.3 billion, or 37.1% due to decrease on pay TV revenue. This decrease was partially offset by the increased in data and internet revenues by Rp488.5 billion, or 13.6%, due to the increased in speedy revenue in line with the customer growth from 3.0 million to 3.4 million, or 12.8%, in 2014. Network revenue increased Rp84 billion, or 2,504.7%.

 

Our home segment expenses increased by Rp9 billion, or 0.1% from Rp8,885 billion in 2013 to Rp8,894 billion in 2014, primarily due to a decreased in other income by Rp739 billion, or 77.3%. This increase was partially offset by a decrease in operating expense by Rp266.9 billion, or 2.9% and an increase in gain on foreign exchange by Rp418 billion, or 109.7%.

 

Personal Segment

 

Our personal segment revenues increase by Rp5,300 billion, or 8.6% from Rp61,386 billion in 2013 to Rp66,686 billion in 2014, primarily due to an increase in data and internet revenues (including SMS) by Rp4,270 billion, or 18.3%, which increased in Telkomsel cellular data by Rp3,538.9 billion, or 34.1%, due to a 48.3% increase in the number of data user subscribers to 67.9 million as of December 31, 2014 (including pay as you use) and a 234,862 TB, or 6.3%, increase in payload data traffic. SMS cellular revenue increased Rp1,017 billion, or 7.9%. Revenue from mobile cellular increased by Rp2,035 billion, or 6.3%, due to an increase in monthly cellular subscription revenue by Rp1,200 billion, or 17.8%, an increase in mobile long distance revenues by Rp488 billion, or 5.4%, and an increase in local cellular revenues by Rp381 billion, or 2.7%. Supported by the increased in mobile subscriber by 7.0% from 131.4 billion in 2013 to 140.6 billion in 2014. Chargable MoU increased by 15.0% to 161.4 billion minutes in 2014. Network revenue increase Rp215.7 billion, or 48.9% due to increase in leased line collocation. This increases were partially offset by decrease in fixed wireless revenue Rp46 billion, or 46.9%, other telecommunication service revenue Rp687 billion, or 135.3%, and interconnection revenue Rp64.9 billion, or 1.6%.

   

Our personal segmen expenses increased by Rp5,306 billion, or 13.4% from Rp39,463 billion in 2013 to Rp44,769 billion in 2014, primarily due to an increase in operation and maintenance expenses by Rp4,193 billion, or 25.4%, due to an increase of antenna and tower expense by Rp1,014 billion, or 40.8%, and an increase in radio base station expense by Rp447 billion, or 11.7%, due to the growth in the number of BTSs by 22.3% from 69,864 unit as of December 31, 2013 to 85.420 units as of December 31, 2014. Leased line expense also increased by Rp799 billion, or 8,027.4%, satellite transmission expense increased by Rp411 billion, or 9,724.6%, and O&M personnel outsourcing expense increased by Rp432.5 billion. Land and buildings expenses increased by Rp270 billion, or 65.5%, in line with the increased in the number of BTS and GraPARI outlets. USO expense increased by Rp223 billion, or 29.4%. Operating and maintenance supporting facilities increased by Rp18 billion, or 6.6%, rental expense increased by Rp159 billion, or 21.3%, radio frequency usage charges increased by Rp15 billion, or 4.7%, and operating and maintenance network increased by Rp9 billion, or 2,657.8%. Depreciation expense increased by Rp964 billion, or 8.3%, due to the increased in depreciation of equipment and installation of transmission by Rp1,279 billion, or 18.6%,  which were partially offset by a decreased in depreciation expense lease assets - equipment and installations transmission by Rp264 billion, or 29.5%.

 

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Other Segment

 

Our other segment revenues increase by Rp745 billion, or 65.5%,from Rp1,138 billion in 2013 to Rp1,883 billion in 2014 primarily due to an increase in building management revenue by Rp499 billion, or 112.6%, due to an increase in building area leased by 5.5%, an increase in transport management services revenue by Rp66 billion, or 116.8%, an increase in security services revenue by Rp55 billion, or 20.6%, due to the addition of personnel and an increase in the regional minimum wage in 2014, an increase in management projects revenue by Rp50 billion, or 29.6%, and an increase in property development revenue by Rp44 billion, or 62.1%.

Our other segment expenses increase by Rp710 billion, or 70.4%, from Rp1,008 billion in 2013 to Rp1,718 billion in 2014 primarily due to an increased in operating and maintenance expense by Rp653 billion, or 79.0%, primarily due to an increase in electric costs by Rp495 billion, or 345.8%, an increase in security services expenses by Rp41 billion, or 17.2%, due to the addition of personnel and salary increases as regional minimum wage increased, an increased in transport management expense by Rp38 billion, or 321.7%, and an increase was also due to an increased in the personnel expenses by Rp27 billion, or 28.7%, due to an increase in outsourcing expense.

 

Year ended December 31, 2013 compared to year ended December 31, 2012

 

Corporate Segment

 

Our corporate segment revenues increased by Rp3,543 billion, or 16.1%, from Rp22,047 billion in 2012 to Rp25,590 billion in 2013. The increase was primarily due to an increase of Rp1,395  billion, or 27.0%, in revenues from data and internet revenues, reflecting an increase in value added services revenue as well as an increase in Metro Ethernet E-LINE monthly revenue due to the migration from low cap connectivity to high cap connectivity. Revenues from other telecommunications services increased by Rp1,192 billion, or 35.7%, as a result of an increase in tower lease revenues in line with the growth in tenancy ratio, and an increase in support CPE revenues. Network revenues increased by Rp51 billion, or 16.1%, primarily reflecting an increase in C-band satellite transponder monthly subscription revenue due to higher market demand, and an increase in International Ethernet Private Line (IEPL) revenue. Interconnection revenues increased by Rp347 billion, or 6.2%, primarily as a result of an increase in IP transit monthly subscription revenue due to higher demand for internet connectivity from ISPs and corporate customers, and an increase in revenues from wholesale voice. A decline of Rp243 billion, or 29.3%, was recorded in IDD 007 retail OLO origin interconnection revenue due to the discontinuance of a promotion which we operated in 2012 which had driven interconnection revenues but which did not provide satisfactory margins and thus was discontinued in 2013.

Our corporate segment expenses increased by Rp2,399 billion, or 13.3%, from Rp17,976 billion in 2012 to Rp20,375 billion in 2013, primarily due to an increase of Rp1,985 billion, or 26.9%, in operation and maintenance expenses as a result of higher tower rent expenses as well as an increase in hardware system integration expense in line with the growth of solution services provided to our corporate customers. General and administration expenses increased by Rp1,087 billion, or 99.0% reflecting increases in provision expenses for telecommunication services receivables, director and commisioner remuneration, and in employee training expenses relating to our global talent program. Marketing expenses increased by Rp253 billion, or 52.6%, reflecting increases in customer education expense and in marketing expenses primarily relating to promoting and educating customers about our new products. A decline of Rp898 billion, or 69.2%, was recorded in other expenses due to a decline in other operating expenses primarily relating to loss of Telkom-3 satellite which was built and launched but failed to reach useable orbit in 2012, which was not repeated in 2013, while the decline of Rp6 billion, or 0.2%, in personnel expenses reflected a decline in employee severance payments, partially offset by an increase in post-retirement healthcare benefit expenses.

Home Segment

 

Our home segment revenues decreased by Rp120 billion, or 1.3%, from Rp9,583 billion in 2012 to Rp9,463 billion in 2013, primarily due to a decline of Rp71 billion or 13.2%, in fixed wireline revenue, reflecting a decline in local usage revenue and in monthly subscription revenue in line with the shift in customer communication behavior trends. These were partially offset by an increase in other telecommunication services of Rp22 billion, or 24.6%, due to increases in CPE lease revenue. Data and internet revenues increased by Rp159 billion, or 4.7%, due to an increase in monthly subscription revenue for Speedy in line with the 28.7% growth in Speedy customer base to 3.0 million subscribers.

Our home segment expenses increased by Rp946 billion, or 11.9%, from Rp7,939 billion in 2012 to Rp8,885 billion in 2013, primarily due to an increase of Rp1,497 billion, or 136.8%, in operation and maintenance expenses. A decline of Rp568 billion, or 86.0%, was recorded in other expenses, due to a decline in other operating  expenses primarily relating to supervising construction.

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Personal Segment

 

Our personal segment revenues increased by Rp5,111 billion, or 9.1%, from Rp56,275 billion in 2012 to Rp61,386 billion in 2013, primarily due to an increase of Rp1,31 billion, or 4.3%, in cellular revenues, reflecting an increase in long distance cellular revenue as well as in cellular monthly subscription revenue due to a 5.1% growth in our cellular subscribers base to 131.5 million subscribers. Data and internet revenue increased by Rp3,275 billion, or 16.3%, due to an  increase in cellular data communication revenue in line with the 10.8% growth in our data services users to 60.5 million users, and an  86.1% growth in data traffic. Cellular SMS revenue also increased due to the  promotion of our simPATI  and kartu As products. Other telecommunication services revenue increased by Rp271 billion, or 114.3%. Network revenues increased by Rp173 billion, or 64.8%. Revenue from fixed wireless decreased by Rp174  billion, or 14.3%, reflecting decline of Rp129  billion, or 22.2%, in local prepaid usage in line with our migration strategy for our fixed wireless business.

Our personal segment expenses increased by Rp3,091 billion, or 8.5%, from Rp36,372 billion in 2012 to Rp39,463 billion in 2013, primarily due to an increase of Rp1,475 billion, or 14.6%, in depreciation expense, which reflected an increase in provision for asset impairment loss primarily relating to our fixed wireless business as a result of lower tariffs and declining customers in the fixed wireless market and an increase in depreciation of leased assets. Operation and maintenance expenses increased by Rp1,930 billion,or 13.2%, as a result of the increase in operation and  maintenance expenses for support facilities, operation and maintenance expenses for antenn and towers due to accelerated BTS construction by Telkomsel, and in operation and maintenance expenses for building installations.

 

Other Segment

 

Our other segment revenues increased by Rp373 billion, or 48.8%, from Rp765 billion in 2012 to Rp1,138 billion in 2013, reflecting an increase of Rp372 billion, or 48.6%, in GSD other telecommunication revenues, primarily as a result of an increase of Rp105.0 billion, or 31.0%, in building maintenance services revenue as well as an increase in security services revenue due to tariff adjustments. Revenue from project management increased by Rp57 billion, or 51.3%, reflecting enhanced synergies within the Telkom Group as we implemented a strategy for all our subsidiaries to use GSD  for building management in 2013. Revenue from management transport services a new line of business recorded an increase of Rp56.9 billion, or 100%, from 2012, while revenue from building lease increased by Rp46 billion, or 65.0%, due to an increase in rental rates.

 

Our other segment expenses increased by Rp323 billion, or 47.2%, from Rp685 billion in 2012 to Rp1,008 billion in 2013, primarily reflecting an increase of Rp260 billion, or 46.0%, in operation and maintenance expenses, due to increases in project management expenses, electricity bills, and in third-party cooperation expenses. Personnel expenses increased by Rp29 billion, or 44.0%, primarily due to an  increase in outsourcing expenses.

 

B.      LIQUIDITY 

 

Liquidity Sources

 

The main source of our corporate liquidity is cash provided by operating activities and long-term debt through the capital markets as well as long-term and short-term loans through bank facilities. We divide our liquidity sources into internal and external liquidity.

 

 

A.      Internal Liquidity Sources

 

To fulfill our obligations, we rely primarily on our internal liquidity. As of December 31, 2014, we had Rp17,672 billion in cash and cash equivalents available, which increased by Rp2,976 billion compared to Rp14,696 billion in 2013. In 2014, the increase of cash flow provided by operating activities primarily arise from cash receipts from customers of Rp84,748 billion.

 

We made net repayments of current indebtedness for borrowed money of Rp5,843 billion in 2012, Rp6,239 billion in 2013 and Rp7,724 billion in 2014. Cash out flows in 2014 reflected payments for short-term loans of Rp2,247 billion and long-term loans and other borrowings of Rp5,477 billion.

 

Our internal liquidity strength is reflected in our current ratio, which we calculate as current assets divided by current liabilities. As of December 31, 2014, our current ratio was to 106.1% compared to 115,9% as of December 31, 2013. 

 

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B.      External Liquidity Sources

 

Our primary external sources of liquidity are short and long-term bank loans, two-step loans, bonds and notes payable. In 2014, we used external liquidity bank loans of Rp10,206 billion and other borrowings of Rp248 billion

 

C.      Outstanding Liquidity Sources

 

As of December 31,2014, we had undrawn loan facilities which include the following sources of unused liquidity:

-         Bank CIMB Niaga loan facility in the amount of Rp820 billion

-         BNI loan facility in the amount of Rp234 billion

-         Bank Ekonomi Raharja loan facility in the amount of Rp70 billion

-         Bank Danamon loan facility in the amount of Rp20 billion

-         BRI loan facility in the amount of Rp6 billion

-         Syndicated loan facility of BNI, BRI and Bank Mandiri in the amount of Rp103 million.

 

Net Cash Flows

 

The following table sets out information concerning our consolidated cash flows, as set out in (and prepared on the same basis as) our Consolidated Financial Statements:

 

 

 

Years ended December 31,

 

 

2012

 

2013

 

 

2014

 

 

(Rp billion)

 

(Rp billion)

 

 

(Rp billion)

 

(US$ million)

Net cash:

 

 

 

 

 

 

 

 

 

provided by operating activities

27,941 

 

36,574 

 

 

37,736 

 

3,047 

 

used in investing activities

(11,311)

 

(22,702)

 

 

(24,748)

 

(1,999)

 

used in financing activities

(13,314)

 

(13,327)

 

 

(10,083)

 

(814)

Net increase in cash and cash equivalents

3,316 

 

545 

 

 

2,905 

 

234 

Effect of exchange rate changes on cash and cash equivalents

168 

 

1,039 

 

 

71 

 

Cash and cash equivalents at beginning of year

9,634 

 

13,118 

 

 

14,696 

 

1,187 

Ending balance of disposed subsidiary

 

(6)

 

 

 

Cash and cash equivalents at end of year

13,118 

 

14,696 

 

 

17,672 

 

1,427 

 

Year ended December 31, 2014 compared to year ended December 31, 2013

 

Cash Flows from Operating Activities

Net cash provided by operating activities in 2014 was Rp37,736 billion (US$3,047  million) compared to Rp36,574  billion in 2013. The increase was due to an increase of Rp7,593 billion, or 9.3%, in cash receipts from customers and other operators and an increase of Rp404 billion or 48.6%, in cash receipt from interest income. This was partially offset by an increase of cash payments for expenses of Rp5,684 billion, or 20.7%, cash payment for taxes Rp555 billion, or 7.5%, and cash payment for interest costs of Rp435 billion, or 29.5%

 

Cash Flows from Investing Activities

Net cash flows used in investing activities in 2014 was Rp24,748 billion (US$1,999 million) compared to Rp22,702 billion in 2013. This increase was primarily due to an increase of Rp5,845 billion, or 28.8%, in acquisitions of property and equipment and intangible assets, increase in escrow account by Rp2,121 billion, or 100%, Rp1,467 billion, or 7,335.0%, in our acquisition of long-term investment, and increase in advances for purchases of property and equipment by Rp1,033 billion, or 133.3%. This was partially offset by an increase of Rp8,466 billion or 370.0% on our net proceeds from time deposits. 

 

Cash Flows from Financing Activities

Net cash flows used in financing activities was Rp10,083 billion (US$814 million) in 2014 compared to Rp13,327 billion in 2013. This decrease was primarily due to an increase in proceeds from loans and other borrowings by Rp6,916 billion, or 195.5%. This was partially offset by an increase of Rp2,384 billion, or 18.3%, in cash dividends paid to our stockholders and an increase of Rp1,485 billion, or 23.8%, in payment for loans and other borrowings.

 

Year ended December 31, 2013 compared to year ended December 31, 2012

 

Cash Flows from Operating Activities

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Net cash provided by operating activities in 2013 was Rp36,574 billion (US$3,004  million) compared to Rp27,941  billion in 2012. The increase was primarily due to an increase of Rp5,103 billion, or 7.1%, in cash receipts from customers and from other telecommunications operators of Rp528 billion, or 13.2%, due to the increase in our operating revenue, and decrease of Rp6,211  billion, or 18.5%, of cash payments for expenses. This was partially offset by an increase of Rp1,809 billion, or 32.4%, in payment for income taxes and cash payments to employees of Rp1,721 billion, or 21.1%.

 

Cash Flows from Investing Activities

Net cash flows used in investing activities in 2013 was Rp22,702 billion (US$1,865 million) compared to Rp11,311 billion in 2012. This increase was primarily due to an increase of Rp11,423 billion, or 139.0%, in acquisition of property and equipment primarily relating to property under construction, transmission installation and equipment and cable network.

 

Cash Flows from Financing Activities

Net cash flows used in financing activities totaled Rp13,327 billion (US$1,095 million) in 2013 compared to Rp13,314 billion in 2012. This increase was primarily due to an increase of Rp4,112 billion, or 235.8%, in proceed from sale of treasury stock. This was partially offset by an increase of Rp1,227 billion, or 17.2%, in cash dividends paid to our stockholders due to the increase of our operating profit and a decrease of Rp1,349 billion or 27.6% in proceed from loan and other borrowings.

 

Current Assets

 

As of December 31, 2014, our current assets were Rp34,294 billion (US$2,769 million) compare to Rp33,672 billion as of December 31, 2013. The increase  in current assets was primarily due to the increase of our cash and cash equivalents Rp2,976 billion or 20.3%, trade and other receivables of Rp362 billion, or 5.2%, advances and prepaid expenses of Rp796 billion, or 20.2%, and prepaid other taxes of Rp676 billion, or 141.7%. This increase  was partially offset by a decrease  of Rp4,075 billion, or 59.3%, in our other current financial assets.

 

Current Liabilities

 

Current liabilities were Rp32,318 billion (US$2,609  million) as of December 31, 2014 and Rp29,034 billion as of December 31, 2013. The increase in current liabilities was primarily due to:

-          An increase of Rp559 billion, or 59.3% in current income tax liabilities;

-          An increase of Rp473 billion, or 13.6%, in unearned income, and  

-          An increase of Rp2,184 billion, or 39.5%, in short-term loans and current maturities of long-term borrowings.

 

Working Capital

 

Net working capital, calculated as the difference between current assets and current liabilities, amounted to Rp4,638  billion as of December 31, 2013 and Rp1,976  billion (US$160  million) as of December 31, 2014. The decrease in net working capital was primarily due to:

-         decrease of Rp4,075 billion in other current financial assets;

-         An increase of Rp2,184 billion in short-term loans and current maturities of long term borrowings; 

-         An increase of Rp559 billion in current income tax liabilities;

-         An increase of Rp473  billion in unearned income and offset by

-         An increase of Rp2,976 billion in cash and cash equivalents

 

We believe that our working capital is sufficient for our present requirements. We expect that our working capital will continue to be addressed by various funding sources, including cash from operating activities and bank loans.

 

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Capital Structure

Our capital structure as of December 31, 2014 is as follows:

 

 

 

Amount

 

Portion (%)

 

(Rp billion)

 

Short-term Debt

 

1,810 

 

1.99 

Long-term Debt

 

21,642 

 

23.76 

Total Debt

 

23,452 

 

25.75 

Equity attributable to owners

 

67,646 

 

74.25 

Total

 

91,098 

 

100.00  

 

We take a qualitative approach towards our capital structure and debt levels. Under our syndicated loan agreement with BNI and BRI, we are required to maintain a debt to equity ratio of not more than 2.0 and debt service coverage ratio of more than 1.25. As of December 31, 2014, our debt to equity ratio was 34.7% and our debt service coverage ratio was 4.8, indicating our strong ability to meet our debt obligations. Our debt levels are primarily driven by our plans to develop our existing and new strategic businesses. In determining our optimum debt levels, we also consider our debt ratios with reference to regional peers in the telecommunications industry.

 

For futher information on our Company’s management policies related to capital, see Note 4 to our Consolidated Financial Statements.

 

Indebtedness

Consolidated total indebtedness (consisting of short-term and long-term loans and other borrowings) as of December 31, 2012, 201 and 201 were as follows:

 

As of December 31,

 

 

2012 

 

2013 

 

2014 

 

 

(Rp billion)

 

(Rp billion)

 

(Rp billion)

 

(US$ million)

Indonesian Rupiah

 

16,192 

 

17,543 

 

20,013 

 

1,615 

US Dollar(1)

 

2,052 

 

1,734 

 

2,643 

 

213 

Japanese Yen(2)

 

1,031 

 

979 

 

796 

 

64 

Total

 

19,275 

 

20,256 

 

23,452 

 

1,892

 

(1)     The amounts as of December 31, 2012, 2013 and 2014 translated into Rupiah at Rp9,645, Rp12,180 and Rp12,390 = US$1, respectively, being the Reuters offer rates for US Dollar at each of those dates.

(2)     The amounts as of December 31, 2012, 2013 and 2014 translated into Rupiah at Rp111.8, Rp115.9 and Rp103.6 = Yen 1, respectively, being the Reuters offer rates for Yen at each of those dates.

 

Of our total indebtedness as of December 31, 2014, Rp7,709 billion Rp6,210  billion, Rp4,222 billion and Rp5,311 billion were scheduled for repayment in 2015, 2016 to 2017, 2018 to 2019 and thereafter, respectively.

 

For further information on our Company’s indebtedness, see Notes 18-19 to our Consolidated Financial Statements.

 

 

CAPITAL EXPENDITURES

 

In 2014, we incurred capital expenditures of Rp24,661 billion (US$1,991 million). Our capital expenditures are grouped into the following categories for planning purposes:

-         Broadband services, which consist of broadband, IT, application and content and service node;

-         Network infrastructure, which consists of core transmission network, metro-ethernet and Regional Metro Junction (RMJ), IP  backbone and satellite;

-         Optimizing legacy, for fixed wireline; and

-         Capex supports

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Of our Rp24,661 billion capital expenditure in 2014, Telkom (as parent company) incurred capital expenditures of Rp8,099 billion (US$654 million), Telkomsel incurred capital expenditures of Rp13,002 billion (US$1,050 million) and our other subsidiaries incurred capital expenditures of Rp3,560 billion (US$287 million) as follows:

 

Table of realization of our capital expenditure

 

 

 

Years Ended December 31,

 

 

 

2012

 

2013

 

2014

 

 

 

(Rp billion)

 

(Rp billion)

 

(Rp billion)

Telkom (parent company)

 

4,040 

 

5,313 

 

8,099 

Subsidiaries

 

 

 

 

 

 

 

Telkomsel

 

10,656 

 

15,662 

 

13,002 

 

Others

 

2,576 

 

3,923 

 

3,560 

Subtotal for subsidiaries

 

13,232 

 

19,585 

 

16,562 

Total for Telkom Group

 

17,272 

 

24,898 

 

24,661 

 

Material Commitments for Capital Expenditures

As of December 31, 2014, we had material commitments for capital expenditures under contractual arrangements totaling Rp16,195  billion, principally relating to procurement and installation of the switching equipment, transmission equipment and cable network.

 

For a more detailed discussion regarding our material commitments for capital expenditures, see Note 38a to our Consolidated Financial Statements.

 

Source of Funds

 

We have historically funded our capital expenditures primarily with cash generated from operations. In 2015, we expect that our capital expenditure to revenue ratio will be approximately in the range of 25%-30%. We expect that of the total increase in amount of capital expenditure in 2015 over 2014, the most significant proportions will be allocated broadband services with a portion of the increase allocated to our subsidiaries. We expect to fund the above commitments with our internal and external source of funds.

 

The realization of the future capital expenditures may differ from the amounts indicated above due to various factors, including but not limited to changes in the Indonesian and global economy, the Rupiah/US Dollar or other applicable foreign exchange rates, the availability of supply or vendor or other financing on terms acceptable to us, and also any technical or other problems in the implementation.

 

Critical Accounting Policies, Estimates and Judgments

 

For a complete discussion of our critical accounting policies, estimates and judgments, see Note 2 to our Consolidated Financial Statements.

 

New Standards and Interpretations

See Note 4 to our Consolidated Financial Statements for a discussion of the new standards, amendments to standards and interpretations that are issued, but not yet effective for the year ended December 31, 201 and have not been applied in preparing the Consolidated Financial Statements.

 

C.      RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

 

As a technology-based company, we continue to focus on product and service innovation through ongoing research and development programs. Our research and development activities are under the Innovation & Strategic Portfolio Directorate, Innovation & Design Center (“IDeC”) unit.

 

The following are the principal activites  of the IDeC: 

·         Act as TIMES product development center, through innovation incubation management, either from internal or external parties.

·         New digital business ecosystem development.

·         Research on new technology, infrastructure, product and business.

·         Preparation of technology standard and implementation of product & infrastructure quality assurance.

·         Providing solution on operational issues as technical analysis

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According to 2014 our Core Program of, to support Telkomsel Double Digit Growth, Indonesia Digital Network and International Expansion, the IDeC also covers 10 areas including: Creative Center & Indigo Incubator, e-Tourism, Portal Hi Indonesia, Apps. Hi City, Mini Lab IDN, Radio 2.0, Smart Home Box, Smart Building, Upoint Phase 2, SDP & IMS Integration

 

As part of our Indigo Incubator Program in 2014 for external innovations, there were 398 proposals submitted by startups of which we selected 17 product innovations to be incubated through Bandung Digital Valley (BDV) and Jogja Digital Valley (JDV) business incubators.

 

We routinely make investments to improve products and services. Total expenditure was approximately Rp13 billion, Rp1 billion and Rp4 billion (US$3 million), in 2012, 201 and 2014,  respectively.

 

D.      TREND INFORMATION

The significant trends, or developments that have had in recent years, and may have in the future, a material impact on our results of operations, financial condition and capital expenditures, include (i) an increase in cellular telephone revenues with increases in subscribers, minutes of usage, ARPU and regulatory aspects (ii) an increase in revenues from data, internet and information technology services revenues, and (iii) a decrease in fixed lines telephone revenues. See “Operating Results”.

 

We believe favorable external factors, among others, will support our ability to continue to drive revenue growth from data, internet  and information technology services as well as from mobile phone services. Indonesia's economy recorded a relatively robust growth in recent years despite a sluggish global economy. With good economic fundamentals, Indonesia’s national economy is expected to continue to grow steadily, with a corresponding increase in consumer purchasing power, which in turn is expected to result in higher demand for telecommunications services, for both basic telecommunications services as well as the more sophisticated value-added services that are part of the increasingly prevalent digital lifestyle in modern societies.

In the longer term, Indonesia’s economy is also expected to enjoy support from Government initiatives such as the Master Plan for the Acceleration and Expansion of Indonesia’s Economic Development, which was launched in 2011. One of the three pillars of the master plan is development of national connectivity, including development of the information and communication technology sector. This is in line with our IDN program and our strategic initiative on the development of our Nusantara Super Highway project (i.e. the Palapa ring project known as id-Ring), an optical-based network of six interconnected rings which links Indonesia’s main island groups, namely the Sumatra ring, the Java ring, the Kalimantan ring, the Sulawesi ring, the Bali and Nusa Tenggara ring and the Maluku and Papua ring. We expect that the development of this extensive telecommunication network connecting all the six major economic corridors will allow us to offer more value-added services, and to reach more customers in a much larger scale, as well as provide opportunities for our products and services in the IMES areas.

We believe the shift in consumer preferences towards a digital lifestyle will be a key factor that we expect will drive our business in the future. We believe this will lead to continuing increase in broadband demand (including mobile broadband), compensating for the decline of our legacy business (both fixed wireline and cellular telephone revenue and SMS revenue). We expect the increase in demand for data communications and corporate internet to continue next year as we increase our capacity to cover more small and medium enterprises.

 

We have no information to be disclosed regarding trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the company in 2014

 

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E.      OFF-BALANCE SHEET ARRANGEMENTS

 

As of December 31, 2014, we had no off-balance sheet arrangements that were reasonably likely to have a current or future material effect on our financial position, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

F.       TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table sets forth information on certain of our material contractual obligations as of December 31, 2014.

 

 

 

By Payment Due Dates

Contractual Obligations

Total

 

Less than 1 year (7)

 

1-3 years (7)

 

3-5 years (7)

 

More than 5 years (7)

 

 

(Rp billion)

 

(Rp billion)

 

(Rp billion)

 

(Rp billion)

 

(Rp billion)

Long-Term Debts(1)(5)

16,853 

 

5,328 

 

5,035 

 

3,059 

 

3,431 

Capital Lease Obligations(2)

4,789 

 

571 

 

1,175 

 

1,163 

 

1,880 

Operating Leases Obligation(3)

29,373 

 

3,847 

 

6,791 

 

6,426 

 

12,309 

Interest on Long-term Debts and Capital Lease Obligations (6)

6,097 

 

1,718 

 

2,323 

 

1,337 

 

719 

Unconditional Purchase Obligations (4)

16,195

 

16,195

 

-

 

-

 

-

Total

73,307

 

27,659

 

15,324

 

11,985

 

18,339

 

(1)         See Notes 18-19 to our Consolidated Financial Statements.

(2)         Related to the leases of the slot site of the tower, property and equipment under RSA, transmission installation and equipment, data processing equipment, office equipment, vehicles and CPE assets.

(3)         Related to leases of leased line, telecommunication equipment and land and building.

(4)         Capital expenditures committed under contractual arrangements.

(5)         Excludes the related contractually committed interest obligations.

(6)         See Item 3 “Key Information - Business Overview - Risk Factors - Risks Related to Our Business - Financial Risks - We are exposed to interest rate risk

(7)         Less than 1 year = 2015, 1-3 years = 2016-2017, 3-5 years = 2018-2019, more than 5 years = 2020 thereafter

 

See Note 38 to our Consolidated Financial Statements for further details on our contractual commitments. In addition to the above contractual obligations, as of December 31, 2014, we had long-term liabilities for pension benefits, other post-employment benefits, post-employment health care benefits and long service awards. In 2014 we contributed Rp226 billion to our post-employment health care benefits and Rp98 billion to our defined benefit pension plan. See Note 33 to our Consolidated Financial Statements.

 

G.      SAFE HARBOR

All information that is not historical in nature disclosed under “Off-Balance Sheet Arrangements” and “Tabular Disclosure of Contractual Obligations” is deemed to be a forward-looking statement. See “Forward-Looking Statements".

 

 

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A.    DIRECTORS AND SENIOR MANAGEMENT

 

In accordance with Indonesian law, we have a Board of Commissioners and a Board of Directors. These boards are separate and no individual may be a member of both boards. The members of the Board of Commissioners and Board of Directors are elected and dismissed by shareholders’ resolutions at a GMS. As stated in the Articles of Association, to be elected, candidates must be nominated by the Government as holder of the Series A Dwiwarna share. The term of office for each Commissioner and Director is five years from the date of his/her election, unless the date of expiration of the term of office falls on a day other than a business day, in which case such term of office shall expire on the following business day. Shareholders, through an AGMS or an EGMS, have the right to discharge a Commissioner or Director at any time before the expiration of his/her term of office.

 

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Board of Commissioners

 

In accordance with Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014, the Board of Commissioners and Board of Directors went through some changes. As of December 31, 2014, the Board of Commissioners consisted of seven members as listed below:

 

Name

Age

Date of Birth

Citizenship

Domicile

Commissioner Since

Position

Hendri Saparini

50

June 16, 1964

Indonesian

Indonesia

2014

President Commissioner

Dolfie Othniel Fredric Palit

46

October 27, 1968

Indonesian

Indonesia

2014

Commissioner

Imam Apriyanto Putro

50

March 22, 1964

Indonesian

Indonesia

2014

Commissioner

Hadiyanto

52

October 10, 1962

Indonesian

Indonesia

2012

Commissioner

Parikesit Suprapto

63

August 8, 1951

Indonesian

Indonesia

2012

Independent Commissioner

Johnny Swandi Sjam

54

August 15, 1960

Indonesian

Indonesia

2011

Independent Commissioner

Virano Gazi Nasution

46

August 23, 1968

Indonesian

Indonesia

2012

Independent Commissioner

 

The Board of Commissioners is responsible for supervising and providing advice to the Board of Directors. The Board of Commissioners consists of seven members, one of whom is designated the President Commissioner. In accordance with the OJK regulations and IDX rules which require 30% of our Board of Commissioners to be independent, the following Commissioners have been designated as our Independent Commissioners: Parikesit Suprapto, Johnny Swandi Sjam and Virano Gazi Nasution. The principal duty of such Independent Commissioners, in addition to exercising supervision, is to represent the interests of the minority shareholders.

 

Name

Function

Position and Appointment Basis

Education

Career

Hendri Saparini

Duties of the Board of Commissioners

-    Overseeing the Company’s policies made by the Board of Directors and providing the Board of Directors with advice on, among others, the Company's development plan, the Company’s annual budget and work plan, the implementation of the provisions of the Articles of Association of the Company and AGM decisions and legislation with regard to the interests of the Company

-    Performing duties, authorities and responsibilities in accordance with the Articles of Association of the Company and AGM decision, and

-    Researching and reviewing the Annual Report prepared by the Board of Directors as well as signing the Annual Report.

 

Authorities of Board of Commissioners

-    Giving opinion and suggestion to AGM regarding periodic reports and other reports of the Board of Directors

-    Overseeing the implementation of the Company’s work plan and budget (including the investment budget) for the previous financial year and to submit the results of the assessment and opinion to the AGM

-    Following the Company’s development activities and in the event that the Company show withdrawal symptoms, immediately asked the Board of Directors to announce to shareholders and provide advice on corrective measures that should be taken

-    Providing opinion and suggestion to the AGM on any other issues deemed important to the management of the Company

-    Proposing to the AGM, through the Board of Directors, on the appointment of a public accounting firm to audit the Company's Financial Statements, including the audit of internal control over financial reporting, according to existing regulations from the capital market authority in which the Company's shares are registered and / or recorded

-    Providing a report on the monitoring task has been carried out during the past financial year to the GMS, and

-    Performing other supervisory duties prescribed by the AGM.

President Commissioner, appointed based on the result of Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014.

Bachelor of Arts in Economics from Gajah Mada University (1988); Master in International Development Policy from Tsukuba University, Japan and a doctorate degree in International Political Economy from Tsukuba University, Japan.

Hendri Saparini was a Expert Staff of Ministr of Cooperation and SME/Head of Indonesian SME Development Agency, Economic Lecturer on Magister Management Gajah Mada University, Magister Management Faculty of Development Studies Bandung Institute of Technology, Doctoral Program Economic Faculty UMS, Economic Consultant in several financial institutions, Bank Indonesia, and international institution, as well as Managing Director Centre of Reformation (CORE Indonesia).

Dolfie Othniel Fredric Palit

Commissioner, appointed by Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014.

Bandung Institute of Technology, 1995

Dolfie Othniel Fredric Palit has served as Executive Director at Yayasan Bumi Indonesia (2001-2003), Executive Director at the Institute for Strategic Consultant (Strategic Planning) Research Policy and Regional Autonomy - REKODE (2004-2009), as a member of the House of Representatives (2009-2014 ), Member of Special Committee Act of Prevention and Combating Money Laundering, Bank Century Supervisory team Member, Member of Budget Committee of the House of Representatives, and Member of the Special Committee of the Law on BPJS.

Imam Apriyanto Putro

Commissioner, appointed based on Telkom Annual  General Meeting of Shareholders (AGMS) on April 4, 2014.

Economic Faculty Diponegoro University Semarang, Magister Management from Institut Bisnis Indonesia (IBI) Jakarta, and a doctotare degree Management from State University Jakarta

Imam Apriyanto Putro was the Commissioner of PT Semen Indonesia Tbk and currently served as the Secretary of Ministry of SOE.

Hadiyanto

Commissioner, appointed based on Telkom Annual  General Meeting of Shareholders (AGMS) on May 11, 2012.  

Law degree from the University of Padjadjaran, Bandung; Master of Law (LLM) from Harvard University Law School, USA and a doctorate degree in Legal Studies from the University of Padjadjaran, Bandung.

Currently Hadiyanto also served as the Director General of State Assets in the Ministry of Finance. Previously, Hadiyanto served as Head of the Legal Secretariat General of the Ministry of Finance, and Alternate Executive Director of the World Bank. In the corporate environment, Hadiyanto has served as President Commissioner of PT Garuda Indonesia Tbk (2007-2012) and President Commissioner of PT Bank Ekspor Indonesia (2007-2009).

Parikesit Suprapto

Independent Commissioner, appointed based on Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014. Parikesit Suprapto served as Telkom Commissioners since May 11, 2012

Bachelor in Corporate Economics from Sekolah Tinggi Manajemen Industri (1980) Master in Economic Development from Indiana University, USA (1990) and doctorate degree in Economic Development from Notre Dame University, Indiana, USA (1995).

Currently serving as commissioner of Indonesian Central Securities Depository. Parikesit Suprapto served as Deputy for Services, the Ministry of SOEs (2010-2012), Deputy for Banking and Financing Industry, the Ministry of SOEs (2008-2010), and Advisor to the Minister of Cooperatives and SMEs Small Business Sector (2006-2008). In the corporate environment, Parikesit Suprapto served as Commissioner of PT Indosat Tbk (2011-2012) and Commissioner of PT Bank Negara Indonesia (Persero) Tbk.

Johnny Swandi Sjam

Independent Commissioner, appointed based on Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 17, 2010. Johny Swandi Sjam served as Telkom Independent Commissioners since January 1, 2011.

Diploma III of Computer Engineering from Bandung Institute of Technology; Diploma IV in Industrial Management from the School of Industrial Management Department of Industry; Bachelor of Informatics Management from Gunadarma University, Jakarta; and Masters in Business Administration and Policy from the University of Indonesia, Jakarta.

Johny Swandi Sjam has served as Commissioner of PT INTI (2010-2011), President Director of PT Indosat Tbk (2005-2007), President Director of Satelindo (2002-2003) and several other important positions in subsidiaries Indosat such as Sisindosat and Intikom (1997-2002).

Virano Gazi Nasution

Independent Commissioner, appointed based on Telkom Annual  General Meeting of Shareholders (AGMS) on May  11, 2012.  

Bachelors degree in the field of Systems Engineering, University of Arizonaand a master's degree in Economic Engineering, Stanford University, USA.

Virano Gazi Nasution served as Commercial Director of PT Indonesia Comnet Plus, a subsidiary of PT PLN (2009-2012); Expert Staff to the Minister of Communications and Informatics Technology (2008-2009), and President Director of PT Bakrie Telecom Tbk (2001-2005).

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Board of Directors

Our Board of Directors is responsible for our overall management and day-to-day operations under the supervision of the Board of Commissioners. The Board of Directors consists of eight members, including a President Director.

 

In accordance with Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014, the Board of Commissioners and Board of Directors went through some changes.

 

Furthermore, based on the AGM resolution, the division of tasks and responsibilities for each member of the Board of Directors, along with the nomenclature for each member of the Board of Directors, aside the President Director and Financial Director, is determined based on the BOD’s decision. That BOD’s decision was determined on December 19, 2014 with the division of task, authorities and nomenclature BOD as follows:

 

Name

Age

Date of Birth

Citizenship

Domicile

Director Since

Position

Alex J. Sinaga

53

September 27, 1961

Indonesian

Indonesia

2014

President Director (CEO)

Heri Sunaryadi

49

June 26, 1965

Indonesian

Indonesia

2014

Director of Finance (CFO)

Indra Utoyo

5

February 17, 1962

Indonesian

Indonesia

2007

Director of Innovation & Strategic Portfolio (ISP)

Abdus Somad Arief

51

September 25, 1963

Indonesian

Indonesia

2014

Director of Network Information Technology & Solution (NITS)

Herdy Rosadi Harman

51

June 28, 1963

Indonesian

Indonesia

2014

Director of Human Capital Management (HCM)

Dian Rachmawan

50

May 14, 196

Indonesian

Indonesia

2014

Director of Consumer Service (CONS)

Honesti Basyir

46

June 24, 1968

Indonesian

Indonesia

2012

Director of Wholesale & International Service (WINS)

Muhammad Awaluddin

46

January 15, 1968

Indonesian

Indonesia

2012

Director of Enterprise & Business Service (EBIS)

 

Name

Function

Position and Appointment Basis

Education

Career

Alex J. Sinaga

1.     To coordinate the process of structuring and/or reconstruction of the aspects of corporate philosophy, which includes but is not limited to vision, mission, objectives, corporate culture, and leadership architecture

2.     To formulate and to state the strategic direction for the conditioning of the Company’s capability in realizing sustainable competitive growth across Telkom Group’s business portfolio and risk management as well as interfacing with external constituent

3.     To control the strategic planning function within the Telkom Group and to direct businesses development by focusing on new businesses portfolio

4.     To control corporate direction in driving new business, entering/developing new markets and for internationalization/regionalization

5.     To control the management of strategic aspects and finance, human capital and innovation and strategic portfolio management on the entire businesses portfolio of Telkom's group

6.     In charge of leadership development program in Telkom Group, and to appoint and to dismiss certain official positions, in accordance with the established career management regulations, and leadership development program for the entire Telkom Group, and

7.     To submit reports on the Company’s performance as required for a public company on a regular basis.

President Director, appointed based on Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014.

Bachelor degree of Electronic Telecommunications of Bandung Institute of Technology and Master of Telematics of the University of Surrey, Guidford-UK.

Alex J Sinaga previously served as President Director of Telkomsel, President Director of PT Multimedia Nusantara, Division Head of Fixed Wireless Networks, Head of Enterprise Services, President Commissioner of PT Sigma Cipta Caraka, and Vice President of Toba Lake Golf Club, General Manager Telkom West Jakarta, Senior Manager of Performance - Regional Division II Jakarta.

Heri Sunaryadi

1.   To determine the concept and the formula of the Company’s Long-Term Financial Planning for Telkom Group

2.   To facilitate the process of formulating concept o corporate level strategy, particularly the financial perspective on, but is not limited to, strategic budgeting, business & investment, parenting strategy, subsidiary performance, and capital management

3.   To determine financial and logistic strategy and policies, which include, but is not limited to Financial Policy, Financial System Support Policy, Asset Management & Logistic Policy, Asset Management & Logistic

4.   To determine the governance policies and the financial accounting management, accounting management (budgeting), and corporate finance (treasury)

5.   To determine the policies, governance, and mechanism of managing the Annual Work Plan Budget (RKAP), and

6.   To carry out the advisory role in determining corporate level strategy, particularly for matters related to Telkom Group’s financial resources.

Director, appointed based on Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014.

Bachelor Degree Faculty of Agriculture from Bogor Agricultural University (1987).

Heri Sunaryadi previously was the President Director of PT Bahana Pembinaan Usaha Indonesia (Persero) in 2009 - 2013 and President Director of PT Kustodian Sentral Efek Indonesia (2013-2014).

Indra Utoyo

1.   To determine the concept and formula of the Company's Long-Term Plan (corporate strategic scenario)

2.   To determine the governance policies and the mechanisms of the management of corporate planning and strategy (policies on the level of planning and strategy - corporate level, business level and functional level)

3.   To determine the strategy and the policy of the Telkom Group's business portfolio

4.   To determine the strategy, policy and recommendation for corporate action and strategic investment for the development of Telkom Group's business

5.   To determine the innovation strategy in order to explore new sources of growth for Telkom Group's business portfolio, and

6.   To determine the parenting strategy to harmonize and optimize the capability of the Telkom Group's business entities

Director, appointed based on Telkom Extraordinary General Meeting of Shareholders (EGMS) on February 28, 2007. Indra Utoyo had served as Acting President Director by virtue of the BOC No.201/SRT/DK/2014 dated October 31, 2014.

Bachelor of Electrical Telecommunication Engineering from Bandung Institute of Technology and Master Degree in Communication and Signal Processing from Imperial College of Science, Technology and Medicine, University of London, England

Indra Utoyo joined Telkom since 1986. Indra Utoyo has served as a Senior General Manager of Information System Center Telkom, and Director of Information Technology Solutions & Supply Telkom.

Abdus Somad Arief

1.     Determining the business plan and strategy in order to leverage the capability of company’s resources to develop/exploit the established business/ services by utilizing infrastructure, IT and solution to support Telkom Group business portfolio synergistically

2.     Determining the policy, governance, and mechanism for the utilization of infrastructure/ network to support the growth of Telkom Group business portfolio;

3.     Determining the policy, governance, and mechanism for the utilization of IT to support the growth of Telkom Group business portfolio;

4.     Determining the policy, governance, and mechanism for the conditioning of excellent performance of services/solutions to support sustainable competitive growth of Telkom Group;

5.     To manage and to control the parenting mechanism in accordance with the parenting strategy on the entire units under the Directorate of NITS and/or other units directly involved in the process of managing the infrastructure utilization and operation, and

6.     Ensuring the effectiveness of risk management in all business processes in all units under the Directorate of NITS.

Director, appointed based on Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014.

Bachelor degree of Electrical Engineering from Bandung Institute of Technology and Master of Information Systems and Technology Bandung Institute of Technology

Abdus Somad Arief’s career mostly in Telkom.Previously, Abdus Somad Arief was Director of Network Telkomsel, Executive General Manager of the Enterprise Service Division Telkom (2009-2012), Vice President of Business Development - Enterprise & Wholesale Telkom (2008-2009), and Deputy Executive General Manager of the Enterprise Service Division Telkom (2007-2008). Abdus Somad Arief also been the President Commissioner of PT Pramindo Ikat Nusantara (2011-2012) and Commissioner of PT Infomedia Nusantara (2010-2011).

Herdy Rosadi Harman

1.     To determine the concept and formula for Human Capital Long Term Plan and Human Capital Master Plan in Group;

2.     To facilitate the process of formulating corporate level strategy, particularly on aspects related to the development of center of excellent, organization behavior, corporate culture, and leadership architecture;

3.     To determine the strategy and policies for human capital function, including but is not limited to human capital policy, organisation development, and industrial relation;

4.     To determine the governance policy and the management mechanism and planning of resources related to the development, utilization and management of human resource

5.     To determine the policy, governance, and mechanism for the development and interrelation of the entities/institutions related to human resources management, including but is not limited to the pension fund management institutions, employee and retire health care institutions, skill and competence development institution or educational institution, and labour union, and

6.     To conduct the advisory role in determining corporate level strategy, especially for matters related to Telkom Group’s human resources development

Director, appointed based on Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014.

Bachelors Degree of Law from University of Padjadjaran, Bandung (1986); MBA from the Asian Institute of Management Philippines - Institute Management Bandung/Telkom University (1993, and Master of Law (LLM) from Washington College of Law, DC, USA (1998).

Herdy Rosadi Harman previously served as the Director of Human Capital Management Telkomsel (2012-2014). Herdy Rosadi Harman served as Vice President of Legal & Compliance Telkom (2006-2007) as well as Vice President of Regulatory Management Telkom (2007-2012).

Dian Rachmawan

1.     To define the strategy and business planning to leverage the Company's resources capability in creating competitive advantage to win the competition and long term growth of the consumer segment business portfolio (consumer home services and consumer personal services) within Telkom Group;

2.     To determine the parenting policies and mechanisms in order to create value through the optimization and harmonization of the interrelation between the parent company and the entire entities managing the consumer segment business within Telkom Group

3.     To determine the policy, governance, and mechanisms of the management of the consumer segment marketing functions;

4.     To determine the policy, governance, and mechanisms of the management of the consumer segment sales and/ or partnership function;

5.     To determine the policy, governance, and mechanism of the management of customer relationship management on the consumer segment, and

6.     Ensuring the effectiveness of business risk management in all units under the Directorate of Consumer Service.

Director, appointed based on Telkom Extraordinary General Meeting of Shareholders (EGMS) on December 19, 2014.

Master in Telecommunication Engineering, Bradford College, England

Dian Rachmawan previously was the CEO of Telekomunikasi Indonesia International Ltd., Hong Kong. 

Honesti Basyir

1.     To define the strategy and business planning to leverage the Company's resources capability in creating competitive advantages to win thecompetition and to achieve long term growth of the Wholesale & International segment business portfolio of Telkom Group;  

2.     Determining the parenting policies and mechanisms in order to create value through the optimization and harmonization of the interrelation between the parent company and the entire entities managing the business operations for the Wholesale & International segment of Telkom Group

3.     Determining the policy, governance, and mechanisms of the management of Wholesale & International segment marketing functions;

4.     Determine the policy, governance, and mechanisms of the management of the Wholesale & International segment sales and/or account management function.

5.     Determining the policy, governance, and mechanisms of the management of customer relationship management for Wholesale & International segment, and

6.     Ensuring the effectiveness of risk management in all business processes of the entire units under the Directorate of Wholesale & International segment

Director, appointed based on Telkom Annual  General Meeting of Shareholders (AGMS) on May 11, 2012

Bachelor Degree of Industrial Engineering from Bandung Institute of Technology (1992) and Master Degree of Corporate Finance from Sekolah Tinggi Manajemen Bandung (2004).

Honesti Basyir has served as Finance Director of Telkom (2012-2014), Vice President of Strategic Business Development Directorate of IT Solutions and Strategic Portfolio Telkom. Assistant Vice President of Business and Finance Analysis and Project Controller-1 Project Management Office Telkom

Muhammad Awaluddin

1.     To define the business strategy and planning to leverage the Company's resources capability in creating a competitive advantage to win the competition and to achieve long term growth of the corporate segment business portfolio (enterprise and business) of Telkom Group

2.     To determine the parenting policies and mechanisms in order to create value through the optimization and harmonization of the interrelation between the parent company and the entities managing the corporate segment business (enterprise and business) of Telkom Group

3.     To determine the policy, governance, and mechanisms of the management of corporate segment marketing function (enterprise and business);

4.     To determine the policy, governance, and mechanisms of the management of the corporate segment sales and/or account management function (enterprise and business)

5.     Determine the policy, governance, and mechanism of customer relationship management for corporate segment (enterprise and business), and

6.     Ensuring the effectiveness of risk management in all business processes of the entire units under the Directorate of Enterprise Service

Director, appointed based on Telkom Annual  General Meeting of Shareholders (AGMS) on May 11, 2012.  

Bachelor degree of Electrical Engineering from Sriwijaya University (1990); Master of Business Administration from European University Antwerp Belgium (1998).

Muhammad Awaluddin started his career at Telkom since 1991. Awaluddin has served as General Manager of Kandatel Bogor, General Manager of Kandatel Central Jakarta, Executive General Manager of Divre I Sumatra, Vice President of Public and Marketing Communications and Executive General Manager of the Division of Access. Previously, Awaluddin was the President Director of PT Infomedia Nusantara.

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None of our Commissioners or Directors has any arrangement or understanding with major shareholder, customer, supplier or with us, nor are any such contracts proposed or under consideration. There is no family relationship between or among any of the Commissioners or Directors listed above.

 

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B.    COMPENSATION

Compensation of Commissioners and Directors

 

Compensation of Commissioners and Directors are determined by the shareholders at the GMS which grants authority and authorization to the Board of Commissioners, with prior approval from Series A Dwiwarna shareholder as to the amount of tantiem which will be given to the members of Board of Director and Board of Commissioners for the 2014 financial year and also as to the amount of the salary/honorarium including facilities and allowances for the members of Board of Director and Board of Commissioners for the 2014 financial year. The Nomination and Remuneration Committee is responsible for formulating the Commissioners’ and Directors’ salaries, which is further discussed in a joint meeting of our Board of Directors and Board of Commissioners for approval.

 

Each Commissioner is entitled to monthly remuneration and benefits. They are also entitled to bonuses based on our business performance and achievements. Commissioners are also entitled to a lump sum allowance upon resignation.

 

Each Director is entitled to a remuneration consisting of a monthly salary and other allowances. Directors also receive an annual bonus based on our business performance and achievements. The bonus and incentive are budgeted every year based on recommendations of the Directors and confirmation from the Board of Commissioners before being considered by shareholders at the GMS.

 

For 2014, the aggregate remuneration of the entire Board of Commissioners including bonuses but excluding other benefits was Rp25.3 billion, allowing The total accrued remuneration of the entire Board of Commissioners for 2014 was Rp37.1 billion, including long-term incentives and allowance upon resignation. In addition, the tax on the aggregate remuneration of the Board of Commissioners borne by Telkom was Rp17.2 billion. The remuneration of the board of commissioners of Telkom’s subsidiaries in 2014 was Rp80.2 billion. The remunerations that have been received by Board of Commissioners in 2014 listed as below:

 

Board of Commissioners

 

Value (Rp million

Honorarium

Tantiem & THR

Allowance

Total

Hendri Saparini

-

-

-

-

Dolfie Othniel Fredric Palit

-

-

-

-

Imam Apriyanto Putro

577.

72.

477.

1,127.0

Hadiyanto

868.

2.909.

410.

4,188.0

Parikesit Suprapto

868.

2.909.

420.

4,198.1 

Johnny Swandi Sjam

868.

2.909.

592.

4,369.3

Virano Gazi Nasution

868.

2.909.

407.0

4,184.

Jusman Syafii Djamal*

964.

3.232.

614.

4,811.8

Gatot Trihargo

289.

1.969.

229.

2,488.0

Description:    *) until AGMS date of April 4, 2014

                        **) until EGM date of December 19, 2014

 

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For 2014, the total remuneration of the entire Board of Directors, including bonuses but excluding other benefits, was Rp70.4 billion. The total accrued remuneration of Board of Directors for 2014 was  Rp123.5 billion, including  long-term incentives and allowance upon resignation. In addition, tax on the aggregate remuneration of the Board of Directors, borne by Telkom was RP27.3 billion. The remuneration of the board of directors of Telkom’s Subsidiaries in 2014 are as much as Rp300.9 billion. The remunerations that have been received by Board of Directors 2014 listed as below:

 

Board of Directors

 

Value (Rp million

Honorarium

Tantiem & THR

Allowance

Total

Alex J. Sinaga

-

-

-

-

Heri Sunaryadi

-

-

-

-

Indra Utoyo

1,782.0 

5,822.1

1,138.7

8,742.8

Dian Rachmawan

-

-

-

-

Muhammad Awaluddin

1,782.0 

5,822.1

1,138.7

8,742.8 

Abdus Somad Arief

-

-

-

-

Herdy Rosadi Harman

-

-

-

-

Honesti Basyir

1,782.0 

5,822.1

1,138.7

8,742.8

Arief Yahya

1,650.0 

6,469.1

1,040.

9,159.

Sukardi Silalahi*

1,782.0 

5,822.1

1,138.7

8,742.8

Rizkan Chandra*

1,782.0 

5,822.1

1,138.7

8,742.8

Priyantono Rudito*

1,782.0 

5,822.1

1,138.7

8,742.8

Ririek Adriansyah*

1,782.0 

5,822.1

1,138.7

8,742.8

Description:   *) until October 27, 2014

                    **) until EGM of  December 19, 2014.

 

Compensation of Management and Employees

 

We offer competitive remuneration package based on prevailing Law and Regulation and gradually conducts market price benchmarking.

 

Objectives of our remuneration system implementation consist of 4 (four) key pillars, which are:

1.       To attract

Our remuneration system is designed and developed particularly to attract potential and highly qualified employee candidate, both fresh graduate and professional staff which will be directly placed on certain positions.

2.       To retain

Our remuneration system is designed as a tool to establish comfort working sphere that will retain and enhance loyalty of high quality professional employee.

3.       To motivate

Our remuneration system is designed as a mean to raise motivation of each employee to always improve personal quality and to become high performed employee.

4.       To support

Our remuneration system is designed to support the management in pursuing the objectives, performance target and corporate business strategy comprehensively.

 

Based on objectives of remuneration distribution, our remuneration system component is divided into 3 (three) major parts known as 3P Remuneration System which are:

1.       Pay for Person

A remuneration component to appraise individual competency of each employee according to competency profile required on chaired position and working period. Pay for person shifting throughout Remuneration Adjustment is determined based on competency assessment result and also aligned with the remuneration comparison condition.

2.       Pay for Position

A remuneration component provided to appraise policy, mastery and accountability required for certain position. Shifting on pay for position through the Remuneration Adjustment is determined by employee position class as well as Job Characteristics and Unit Function.

3.       Pay for Performance

A remuneration component provided to appraise employee performance in achieving target as implemented on certain period. Process in determining employee remuneration on pay for performance is carried out by considering Individual Performance Score and Unit Performance Score.

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Based on type and nature of remuneration components, Telkom Remuneration Structure comprises of 2 (two) major components which are:

1.       Compensation 

The component consists of Monthly Salary, Holiday Feast Allowance, Leaves Allowance and Income Tax (PPh 21).

2.       Benefit 

The component consists of Fixed Benefit and Variable Benefit. These two sub-components are provided in form of Cash Benefit and Non-Cash Benefit.

 

For incentive distribution, the Company budgeted on the current year but the realization will be distributed in the following year after the publication of audited Financial Statements and approval in the General Meetings of Shareholders (GMS). The incentive distribution will only be conducted if Net Income target is achieved. There is no management Pension Plan or Contingent Compensation in Place.

 

C.    BOARD PRACTICES

Our Board of Commissioners acts as our overall supervisory and monitoring body with principal functions including planning and development, operations and budgeting in compliance with our Articles of Association, and to carry out the mandate and resolutions of the AGMS and EGMS. The Board of Commissioners does not have the authority to run or manage our Company, except in the exceptional situation of all members of the Board of Directors having been suspended for any reason. The Board of Commissioners provides advice and opinions to the AGMS with respect to financial reporting, business development, appointment of auditors, and other important and strategic matters related to corporate actions. The Board of Commissioners also reviews our work plan and budget, keeps abreast of our progress, and in case our Company gives an indication of slowing-down, immediately requests the Board of Directors to notify the shareholders and provides recommendations on measures for mitigation. Finally, the Board of Commissioners ensures that our corporate governance program is properly applied and maintained in accordance with the applicable regulations.

 

The Board of Commissioners is obliged to carry out its duties and responsibilities in accordance with our Articles of Association, decisions from the AGMS and EGMS and applicable laws and regulations.

 

The Board of Commissioners is assisted by a Board of Commissioners Secretary as well as the Audit Committee, the Nomination and Remuneration Committee and the Planning and Risk Evaluation and Monitoring Committee. As necessary, the Board of Commissioners seeks assistance from professional advisors.

 

Meetings of the Board of Commissioners are held at least once a month at any time deemed necessary by one or more members of the Board of Commissioners, or at the written request of one or more shareholders holding at least one-tenth of our outstanding shares of common stock. Decisions at Board of Commissioners meetings are taken through a process of deliberation and consensus. If a consensus cannot be reached, decisions are based on a majority vote of the Commissioners in attendance or who are represented at the meeting. In the event of a tie, the proposal in question must be rejected. The quorum for all Board of Commissioners meetings is more than one-half of the total number of Commissioners then represented in person or by proxy granted to another Commissioner at such meeting.

 

Our Board of Directors is generally responsible for managing our business in accordance with applicable laws, our Articles of Association and the policies and directives issued by the GMS and the Board of Commissioners. The Board of Directors also has the right to act for and on our behalf, inside or outside a court of law, on any matter and for any event, with another party.

 

Meetings of the Board of Directors may be convened at any time deemed necessary at the request of one or more members of the Board of Directors, at the request of the Board of Directors or upon a written request from one or more shareholders representing one-tenth or more of the total number of outstanding shares of common stock.

 

Meetings of the Board of Directors are chaired by the President Director. In the event that the President Director is unavailable or absent for any reason, the meeting will be chaired by a member of the Board of Directors appointed in the meeting.

 

The decisions of the Board of Directors meetings shall be reached by consensus through deliberation. If this method fails, the decision shall be passed by voting based on the majority votes by Board of Director members cast in the meeting. A quorum is reached at a meeting where more than half of the members of the Board of Directors are present or represented legally by proxy in the meeting. Each member of the Board of Directors who is present at the meeting shall be entitled to cast one vote (and one vote for each other member of the Board of Directors whom he represents).

 

Individual Directors are charged with specific responsibilities.

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Audit Committee

 

The Audit Committee operates under the authority of the Audit Committee Charter, which was promulgated by a Decree of the Board of Commissioners. The Audit Committee Charter is regularly evaluated and, if necessary, amended to ensure compliance with OJK and SEC requirements and other relevant regulations. The Audit Committee charter was stipulated by the Board of Commissioners’ Decree No.11/KEP/DK/2011 dated November 30, 2011 in relation to the Charter of the Telkom Group Audit Committee. In 2014, no changes were made to regulations related to our Audit Committee that would require us to amend our Audit Committee Charter.

 

The Audit Committee Charter outlines the Audit Committee’s purpose, function and responsibilities. It provides that the Audit Committee is responsible for:

 

-          overseeing our financial reporting process on behalf of the Board of Commissioners;

-          providing recommendations to the Board of Commissioners regarding the selection of our external auditor, subject to shareholder approval;

-          discussing with our internal and external auditors on the overall scope and plans of their respective audits;

-          reviewing our Consolidated Financial Statements and the effectiveness of Internal Controls Over Financial Reporting (“ICOFR”);

-          convening regular meetings with internal and external auditors, without the presence of management, to discuss the results of their evaluation and audit of our internal controls as well as the overall quality of our financial reporting and

-          carrying out additional tasks that are assigned by the Board of Commissioners, especially on financial and accounting related matters as well as other obligations required by the Sarbanes Oxley Act of 2002.

 

The Audit Committee may engage an independent consultant or other professional advisers to assist in carrying out its functions. In addition, the Audit Committee receives and handles complaints.

 

Audit Committee Independence

 

Bapepam-LK Audit Committee Rules require that the Audit Committee consist of at least three members, one of whom must be an Independent Commissioner who serves as chairman, while the other two members must be independent. At least one of these two members must have expert knowledge (in the context of Item 16A of Form 20-F) in the field of accountancy or finance. In order to be considered independent under the prevailing Indonesian rules, the external members of the Audit Committee:

-          may not be an executive officer of a public accountant firm that has provided audit or non-audit services to us within the six months prior to his or her appointment as an Audit Committee member;

-          may not have been our executive officer within the six months prior to his or her appointment as an Audit Committee member;

-          may not be affiliated with our majority shareholder;

-          may not have a family relationship with any member of the Board of Commissioners or Board of Directors;

-          may not own, directly or indirectly, any of our shares; and

-          may not have any business relationship that relates to our businesses.

 

Currently, the Audit Committee consists of five  members: (i) Johnny Swandi Sjam (Independent Commissioner and Chairman); (ii) Tjatur Purwadi (Secretary); (iii) Virano Gazi Nasution (Independent Commissioner); (iv) Parikesit Suprapto (Independent Commissioner); (v) Dolfie Othniel Fredric Palit (Commissioner), and (vi) Agus Yulianto.

 

Audit Committee Financial Expert

 

See Item 16A “Audit Committee Financial Expert”.

 

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Exemption from US Listing Standards for Audit Committees

 

See Item 16D “Exemptions from the Listing Standards for Audit Committees”.

 

Nomination and Remuneration Committee

 

Our Nomination and Remuneration Committee was formed pursuant to Board of Commissioner’s decree No.003/KEP/DK/2005 dated April 21, 2005 regarding the Establishment of the Nomination and Remuneration Committee.

 

The objective of the Nomination and Remuneration Committee is to establish, administer and enforce corporate governance principles in the process of nomination for strategic management positions and the determination of the Board of Directors’ remuneration. The duties of the Nomination and Remuneration Committee are to:

-          devise a nomination and selection system for strategic positions within Telkom by, referring to corporate governance principles, such as transparency, accountability, responsibility, fairness and independence;

-          assist the Board of Commissioners who engaged with the Directors in selecting candidates for strategic positions in Telkom (i.e. one level under the Directors and similarly for Directors and Commissioners of a consolidated subsidiary that contributes 30% or more of our consolidated revenue, such as Telkomsel). Exclusively for Telkomsel, the Committee’s recommendation would be passed on to the holder of the Series A Dwiwarna share; and

-          formulate a remuneration system for Directors based on fairness and performance.

 

As of December 31, 2014, the members of our Nomination and Remuneration Committee were Hendri Saparini (President Commissioner), Hadiyanto, Imam Apriyanto Putro, Dolfie Othniel Fredic Palit, Parikesit Suprapto, Johnny Swandi Sjam, and Virano Gazi Nasution. To maintain independence in the execution of their tasks, members of the Nomination and Remuneration Committee have no relationship, either directly or indirectly, with us. There are no service contracts or benefits to be provided for the Board of Directors of our Company or subsidiaries upon their termination as Board of Directors.

 

D.    EMPLOYEES

 

We had a total of 25,284 employees as of December 31, 2014, consisting of 17,279 Telkom employees and 8,005 employees of our subsidiaries. This represented an increase of 1.1%  compared to as of December 31, 2013.  

 

The following is our  employee profile by position, educational background, ages and gender group.

 

As of December 31, 2014, we had 541  senior management employees, compare with 441 senior management employees as of December 31, 2013. Total middle management employees grew from 3,987 employees as of December 31, 2013  to 4,181 employees as of December 31, 2014. Supervisor level employees increased from 13,077  employees as of December 31, 2013 to 12,031 employees as of December 31, 2014. Other employees decreased from 8,552 employees as of December 31, 2013 to 7,485 employees as of December 31, 2014

 

Position

2014

Telkom

Subsidiaries

Telkom Group

Percentage (%

Senior Management

151

390

541

2.

Middle Management

2,939

1,242

4,181

16.5

Supervisors

10,233

2,844

13,077

51.7

Others

3,956

3,529

7,485

29.6

Total

17,279

8,005

25,284

100

 

Our employee profile based on education level as of December 31, 2014 was dominated by university graduate at 11,769 employees, while we had 5,184 diploma graduate employees, 5,995 pre-college employees and 2,336 post-graduate employees. This reflects our focus to recruit highly educated candidates with the right qualifications to support our growth.

 

Level of Education

2014

Telkom

Subsidiaries

Telkom Group

Percentage (%

Pre University

5,289

706 

5,995

23.7

Diploma Graduates

4,093

1,091

5,184

20.5

University Graduates

6,159

5,610

11,769

46.

Post Graduates

1,738

598 

2,336

9.2

Total

17,279

8,005

25,284

100 

 

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As of December 31, 2014, employees profile based on age was as follows. Employees over the age of 45 comprised 13,740 employees while the employees under the age of 30 comprised 2,643 employees and employees between 31and 45 years were comprised 8,901 employees.

 

Age Group

2014

Telkom

Subsidiaries

Telkom Group

Percentage (%

<30

680 

1,963

2,643

10.5

31 - 45

3,784

5,117

8,901

35.2

>45

12,815

925 

13,740

54.3

Total

17,279

8,005

25,284

100

 

Our employee profile was largely dominated by male employees at 78.8% as of December 31, 2014 compared with 79.4% as of December 31, 2013 as illustrated on following table

 

Gender Group

2014

Telkom

Subsidiaries

Telkom Group

Percentage (%

Male

14,091

5,824

19,915

78.8

Female

3,188

2,181

5,369

21.2

Total

17,279

8,005

25,284

100

 

Approximately 79.0% of our employees were located in western Indonesia and approximately 21.0% of our employees  were located in eastern Indonesia. We do not employ a significant number of temporary employees

 

Retirement Program

The retirement age for all our employees is 56 years. We have two pension schemes, which are (a) Defined Benefit Pension Plan (“DBPP”) tailored for permanent employees who were hired prior to July 1, 2002, and (b) Defined Contribution Pension Plan (“DCPP”) that is applicable to all other permanent employees.

 

a.       Defined Benefit Pension Plan (“DBPP”)  

DBPP is calculated for participants based on years of service, salary level at retirement and is transferable to dependent families if the respective employee passes away. Telkom Pension Fund Division administers the program while the main source of pension fund comes from us and employee contributions. Employees participate in the program with 18% of their basic salary (before March 2003, the employee contribution rate was 8.4%) while we contribute the remaining balance. The minimum monthly pension benefit for retired employees is approximately Rp425,000 per month. Our contribution to the pension fund reached Rp186 billion, Rp182 billion and nil, respectively, for the years ended December 31, 2012, 2013 and 2014.

 

Telkomsel operates its own DBPP for its employees. With this program, employees are entitled to retirement benefits calculated based on their latest basic salary or take-home pay and years of services. PT Asuransi Jiwasraya (Persero) manages this program under an annuity insurance contract. Up to 2004, employees would contribute 5% of their monthly basic salaries to the program, while Telkomsel would contribute the remaining balance. Since 2005, Telkomsel has contributed the entire amount to the program. In 2014, Telkomsel contributes to the pension fund amounting to 42 billion, Rpnil billion and Rp98 billion, respectively, for the years ended December 31, 2012, 2013 and 2014.

 

Infomedia also has its own DBPP for its employees.

 

b.       Defined Contribution Pension Plan (“DCPP”) 

We operate a Defined Contribution Pension Plan for permanent employees who were recruited on or after July 1, 2002. DCPP is managed by several appointed financial institutions pension fund from which employees can choose. Our contribution to the financial institutions pension fund is determined by the portion taken from participating employee’s basic salary, which totalled  Rp5 billion, Rp6 billion and Rp6 billion respectively, for the years ended December 31, 2012, 2013 and 2014.

         

To create a more effective and competitive business environment, we also have an Early Retirement Program (“ERP”). The program is run in line with the execution of the 2013 to 2017 Human Capital Master Plan. This program is offered to employees who are deemed to have met certain requirements in terms of education, age, position and performance. From 2002 to December 31, 2014 we spent Rp7.3 trillion as compensation for 14,195  employees who participated in the program. In 2014, we did not execute an early retirement program.

 

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Management of Employee Relations with Management

Pursuant to the Presidential Decree No.83/1998 regarding Ratification of ILO Convention No.87/1948 regarding  Freedom of Association and Protection of the Right Organize, our  employees established the Telkom Employees Union (“SEKAR”). As of December 31, 2014, SEKAR represented a total of 15,526  employees or 89.9% of our  total workforce. 

 

Pursuant to Law No.13/2003 regarding Manpower and Regulation of the Ministry of Manpower and Transmigration No.PER.16/2011 concerning Procedures Preparation and Ratification  of Company Regulations and Preparation and Registration Collective Work Agreement (“CWA”), SEKAR is entitled to represent employees in the negotiation of the CWA with management. To renew the expired CWA IV, negotiations for the CWA V were conducted during 2013. These negotiations have resulted in an agreement that was signed by both parties on August 23, 2013, and has been ratified by the Directorate General of Work Requirement, Welfare and Discrimination Analysis of the Ministry of Manpower and Transmigration. CWA V is in effect until August 23, 2015.

Telkomsel and Infomedia also have employees’  unions. Telkomsel’s employees’  union, SEPAKAT, has 3,723 members and represent 81.1% of Telkomsel’s total employees. Neither we nor our  subsidiaries with employees union have experienced material labor action.

 

E.      SHARE OWNERSHIP

As of February 28, 2014, none of our Directors or senior managers beneficially owned more than 1.0% of our outstanding shares of common stock. In addition, no Commissioners beneficially own our shares of common stock. For information regarding share ownership of our directors and senior management, see Item 7 “Major Shareholders and Related Party Transactions – Major Shareholders.”

 

Employee Stock Ownership Program

 

The Employee Stock Ownership Program (“ESOP”) is an employee-owner scheme that provides our employee with an ownership interest in our Company. At our initial public offering on November 14, 1995, a total of 116,666,475 shares were issued to 43,218 employees. On June 14, 2013, the Company transferred a portion of the treasury stock to its employees as part of the 2012 annual incentives. The 59,811,400 (equal to 299,057,000 shares after stock split) treasury stock transferred to 24,993 employees which had a total fair value of Rp661 billion. As of February 28, 2015, 132,644,010 of our shares were owned by 16,293 of our employees and our retirees. In 2014, we did not conduct the ESOP.

 

Stock Split

At our general shareholders' meeting on April 19, 2013, a stock split with a ratio of 1:5 was approved by our shareholders. New Series B common shares were deposited into shareholders accounts on September 2, 2013 as part of the stock split. In connection with our stock split, effective on September 2013, we changed the ratio of our ADSs from one ADS representing 40 Series B common shares, par value Rp250 per share, to one ADS representing 200 Series B common shares, par value Rp50 per share.

 

 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A.      MAJOR SHAREHOLDERS

Shareholder Composition

Our authorized capital consists of one Series A Dwiwarna share and 399,999,999,999 Series B (common stock) shares. Our authorized shares, 100,799,996,400 of which are issued and fully paid, consists of one Series A Dwiwarna share and 100,799,996,399 shares of Series B common stock. The Series A Dwiwarna share is owned by the Government and carries special voting rights, the right to nominate, and to veto the appointment and removal of, any director or commissioner, the issue of new shares and amendments to our Articles of Association including amendments to merge or dissolve us prior to the expiry of its term of existence, to increase or decrease our authorized capital or to reduce our subscribed capital. The material rights and restrictions placed on the common stock also apply to the Dwiwarna share, except that the Government cannot transfer the Dwiwarna share. The Government’s ownership of the Dwiwarna share gives it effective control over our Company even if it reduces its ownership of our common stock, and its rights with respect to the Dwiwarna share may only be modified by an amendment of our Articles of Association, which the Government may veto.

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Company Shareholders per February 28, 2015

 

 

 

 

Series A Dwiwarna Share

Series B Shares (Common Stock)

Percentage of Ownership

Government

51,602,353,559 

52.56 

Public

 

46,573,500,040 

47.44 

Capital Subtotal (issued and outstanding)

98,175,853,599 

100.00 

Treasury Stock

 

2,624,142,800 

-  

Total

100,799,996,399 

100.00 

 

Shareholders Owning More Than 5% of Shares (Major Shareholder)

Title of Class

Person or Group

Number of Shares

Percentage of Ownership

Series A Dwiwarna Share

Government

1.00 

-

Series B Shares

Government

51,602,353,559 

52.56 

 

During the past three years, the percentage of shares held by Government was, 53.9%, 53.1% and 52.6% as of February 28, 2013, 2014 and 2015, respectively.

 

Shares Owned by Directors

Directors

Number of Shares

Percentage of Ownership

Directors

 

 

 

Dian Rachmawan

60,540 

<0.01

 

Indra Utoyo

27,540 

<0.01

 

Honesti Basyir

540 

<0.01

Total

88,620 

<0.01

 

Shareholders Owning Less Than 5% of Shares

Group

Number of Shares of Common Stock Owned

Percentage of Ownership

Foreign

 

 

 

Business

39,197,887,826 

39.93 

 

Individual

14,333,800 

0.0

Local

 

 

 

Business Entities

 

 

 

 

Companies

2,566,052,450 

2.61 

 

 

Mutual Funds

2,071,267,677 

2.11 

 

 

Insurance Companies

1,692,699,500 

1.7

 

 

Pension Funds

504,203,650 

0.51 

 

 

Other Business Entities

74,986,990 

0.08 

 

Individuals

452,068,147 

0.46 

Total

46,573,500,040 

47.44

 

Relationship with the Government and Government Agencies

 

Our relationship with the Government is multi-faceted. The Government is our majority and controlling shareholder. It is also our regulator as it adopts, administers and enforces relevant laws that regulate telecommunications sector, sets tariffs and issues licenses. It is also one of our customers and one of our lenders.

 

As used in this section, the term “Government” includes the Government of Indonesia and its ministries, directly-owned government departments and agencies, but excludes SOEs.

The Government as Shareholder

 

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The Government is our majority and controlling shareholder and owns 52.56% of our common stock as of February 28, 2015. Its ownership of the Series A Dwiwarna share gives it special voting and veto rights. Under the relevant laws, the “ownership” of our common stock and the single outstanding Series A Dwiwarna share is vested in the Ministry of Finance (“MoF”). In turn, and under the authority of the MoF, the Ministry of State-Owned Enterprise (“MSOE”) exercises the rights vested in these securities as our “controlling shareholder.”

 

As our majority shareholder and controlling shareholder, the Government has an interest in our performance, both in terms of the service we provide to the nation and our ability to operate on a commercial basis. The material rights and restrictions that apply to our common stock also apply to the Series A Dwiwarna share, except that the Government may not transfer the Series A Dwiwarna share, and has right of veto with regard to: (1) the nomination, appointment and removal of our Directors; (2) the nomination, appointment and removal of our Commissioners; (3) the issuance of new shares and (4) any amendments to our Articles of Association, including with respect to actions to merge or dissolve our Company, increase or reduce our authorized capital, or reduce our subscribed capital.

 

Accordingly, the Government effectively has control over these matters even if it owns less than a majority share of the outstanding common stock. The Government’s rights with respect to the Series A Dwiwarna share will not expire unless there is a change that requires the amendment of our Articles of Association, which would require the consent of the Government as the holder of Series A Dwiwarna share.

 

The Government as Regulator

The Government regulates the telecommunications sector through the MoCI. The MoCI has the authority to issue regulations that implement laws, which are typically broad in scope. Through such decrees the MoCI defines the structure of the industry, determines tariff formulas, establishes our USO, and otherwise controls many factors that could influence our competitive position, operations and financial position. Through the DGPT, the MoCI regulates the allocation of frequencies and sets numbers for fixed telephone lines. We are required to obtain a license from the DGPT for each type of service offered, including licenses for the frequencies we use (as allocated by the MoCI). We and other operators are required to pay frequency usage fees. Telkomsel also holds licenses issued by the MoCI (some of which were previously issued by the Ministry of Communications) for the provision of cellular services, and from the Indonesian Investment Coordinating Board in relation to Telkomsel’s investments for the development of cellular phone services with national coverage, including the expansion of network coverage. The Government, through the MoCI as regulator, has the authority to issue new licenses for the establishment of new joint ventures and other new arrangements, particularly in telecommunications.

 

Certain licenses require us to pay a concession fee to operate. We pay concession fees for telecommunications services provided and radio frequency usage charges to the MoCI. Concession fees amounted to Rp442 billion in 2013, and Rp496 billion (US$40million) in 2014. Concession fees as a percentage of total expenses amounted to 0.8% in 2013 and 2014. Radio frequency usage charges amounted to Rp3,098 billion in 2013, and Rp3,207 billion (US$259 million) in 2014. Radio frequency usage charges as a percentage of total expenses amounted to 5.4% in 2013 and 5.2% in 2014. USO charges to the MoCI amounting to Rp1,153 billion in 2013, and Rp1,322 billion (US$107 million) in 2014. USO charges as a percentage of our total expenses amounted to 2.0% in 2013 and 2.2% in 2014.

 

The Government as Lender

In July 1994, the Government arranged a facility under which certain foreign institutions provided us with a two-step loan for certain expenditures (the “sub-loan borrowings”). The sub-loan borrowings were made through the Government and are guaranteed by it. As of December 31, 2014, we had a total of Rp1,615 billion, or US$130 million, in such outstanding two-step loans, including current maturities. We are required to pay the Government interest and repay the principal, which the Government then remits to the respective lenders. As of December 31, 2014, 72.9% of such sub-loan borrowings were denominated in foreign currencies, with the remaining 27.1% denominated in Rupiah. In 2014, the annual interest rates charged 8.5% on loans repayable in Rupiah, 4.0% on those denominated in US Dollar and 3.1% for those denominated in Japanese Yen.

 

The Government as Customer

Certain Government departments and agencies purchase services from us as direct customers, the terms of which are negotiated on a commercial basis. No services are provided for free or on an in-kind basis. We deal with these departments and agencies as separate customers. In 2014, the amount of revenues from Government departments and agencies was Rp1,749 billion, which was approximately 1.95% of our consolidated revenues and did not constitute a material part of our revenues. The Government departments and agencies are treated for tariff purposes with respect to connection charges and monthly charges as “residential”, which tariffs are lower than the business service rates. This does not apply to the tariffs for local, long distance and IDD calls.

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It is our policy not to enter into any transactions with affiliates unless the terms are no less favorable to us than they would be with a third party. The MSOE has advised us that it would not cause us to enter into transactions with other entities under its control unless the terms were consistent with our policy as referred to above.

 

Pursuant to OJK regulations, because we are listed on the IDX, any transaction where there is an inherent conflict of interest (as defined below) with another IDX-listed company must be approved by majority of the holders of our common stock who do not have a conflict of interest in the proposed transaction, unless such conflict of interest existed before listing and was fully disclosed in the offering documents.

 

OJK regulations define a conflict of interest as a conflict between our economic interests and the shareholders’ interests on the one hand, and on the other, the personal economic interests of members of the Board of Commissioners, Board of Directors or other principal shareholders (defined as a holder of 20% or more of our common stock) or their affiliates, either jointly or individually. A conflict of interest also exists if a member of the Board of Commissioners or Board of Directors or a principal shareholder or their respective affiliates is involved in a transaction in which its personal interests may be in conflict with ours. OJK has the authority to enforce these rules regarding conflicts of interest and holders of our common stock are also entitled to bring a suit to enforce these.

 

Under OJK regulations, transactions between us and other State-Owned or controlled enterprises may cause a conflict of interest. In such cases, the approval of the disinterested shareholders must be obtained if a conflict of interest arises. We believe that many transactions conducted with State-Owned or controlled enterprises are on an arms-length, commercial basis and do not constitute conflict of interest transactions that would require an independent shareholders vote. Such transactions include our sale of telephone services to State-Owned or controlled enterprises and our purchase of electricity from a State-Owned Enterprise. We expect that from time to time, in connection with the development and growth of our business we would enter into joint ventures, agreements or transactions with such enterprises. Under such circumstances, we may consult OJK to determine whether a proposed joint venture, agreement or transaction would require a vote of independent shareholders under OJK rules. If OJK is of the view that such transaction would not require such a vote, we would proceed without seeking the independent shareholders’ approval. Otherwise, we would seek the requisite approval or abandon the proposed action

 

Proportion of Common Stock Held in Indonesia and Abroad

As of February 28, 2015, we had 40,926 common stock shareholders, including the Government. This total includes 40,199,951,426 common stock shares owned by 1,993 shareholders outside Indonesia. As of the same date, there were 99 ADS shareholders who owned 55,381,145 ADS (1 ADS is equivalent to 200 common stock shares).

 

 

Change in Control

As of the date of this Annual Report, we are not aware of any plans or developments that could result in a change of control over us, including changes that are still at the planning stage.

 

B. RELATED PARTY TRANSACTIONS

We are party to certain agreements and engage in transactions with certain parties that are related to us, such as cooperatives and foundations. Such parties include the Government and entities related to or owned or controlled by the Government, such as other State-Owned Enterprises. For further details on our related party transactions, see Note 35  to our Consolidated Financial Statements.

 

C. INTEREST OF EXPERTS AND COUNSEL

Not applicable.

 

 

ITEM 8. FINANCIAL INFORMATION

A.    CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18 “Financial Statements” for our audited Consolidated Financial Statements filed as part of this Form 20-F.

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Material Litigation

In the ordinary course of business, we have been named as defendant in various legal actions related to land disputes, monopolistic practice and unfair business competition, and SMS cartel practices. In relation to the legal proceedings described below, we do not believe that subsequent investigations or court decisions regarding those cases will have significant financial impact on us or our subsidiaries. Based on management's estimates on the probable outcomes of those cases, we have made provision for losses amounting to Rp25 billion as of December 31, 2014. See Note 39 to our Consolidated Financial Statements.

 

The Company is a defendant in a case filed in Makassar District Court by Andi Jindar Pakki and his affiliates over a land property at Jl. A.P. Pettarani. On May 8, 2013, the court pronounced its verdict and ordered the Company to pay fair compensation or to vacate and surrender the disputed land to the plaintiffs. In the event the Company loses the case, the Company will pay compensation to the plaintiffs amounting to Rp57.6 billion.

 

On May 20, 2013, the Company filed an appeal to the Makassar High Court, objecting to the District Court’s ruling. In December 2013, the Makassar High Court pronounced its verdict that was favorable to the plaintiffs and the Company filed an appeal to the SC. On January 9, 2015, the Company received the SC Notice regarding the case in which rejected the Company’s appeal. On February 5, 2015, the Company requested for a judicial review  of the case by the SC

 

In 2014, there were no legal proceedings involving any serving member of the BoC and BoD.

 

Dividend Policy

 

The Annual General Meeting of Shareholders (“AGMS”) has the authority to determine the amount of dividends we pay. Our dividend payout ratio for 2014 will be decided at the AGMS scheduled for 2015.

 

Dividend Year

Date of AGMS

Payout Ratio (%)

Amount of Dividends (Rp million)

Dividend per Share (Rp)

2009 

June 11, 2010

50 

5,666,070 0

57.61 

2010 

May 19, 2011

55 

6,345,350 

64.52 

2011 

May 11, 2012

65 

7,127,333 

74.21 

2012 

April 19, 2013

65 

8,352,597 

87.24 

2013 

April 4, 2014

70  

9,943,294 

102.40 

 

(1)     Represents the percentage of profit attributable to owners of the parent paid to shareholders in dividends.

(2)     Including interim cash dividend paid in December 2010 and January 2011 amounting to Rp276,072 million and Rp250,085 million respectively.

(3)     Consists of cash dividend amounting to Rp6,030,820 million and special cash dividend amounting Rp1,096,513 million.

(4)     Consists of cash dividend amounting to Rp7,067,582 million and special cash dividend amounting Rp1,285,015 million.

(5)     Consists of cash dividend amounting to Rp7,812,588 million and special cash dividend amounting Rp2,130,706 million.

 

Telkomsel Dividend

 

Pursuant to AGMS on April 1, 2014, Telkomsel approved the payment of a cash dividend of Rp15,612  billion, which represented 90% of Telkomsel’s net profit in 2013, Rp5,464 billion of this dividend was distributed to Singapore Telecom Mobile Pte Ltd (“SingTel Mobile”)

                                                                                                                                                                                                                 

In 2012, 2013, and 2014 cash dividends were paid to SingTel Mobile, a non-controlling shareholder of Telkomsel, amounting to Rp3,591 billion Rp4,675 billion and Rp5,464 billion.

 

B.    SIGNIFICANT CHANGES

See Note 43 to our Consolidated Financial Statements.

 

 

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ITEM 9. THE OFFER AND LISTING

A.    OFFER AND LISTING DETAILS

The table below shows the high, low, closing quoted prices, trading volume, outstanding shares and market capitalization for our common stock on the IDX during the periods indicated:

 

 

 

Price per Share of Common Stock

Volume

(shares)

Outstanding Shares

Market Capitalization

(Rp billion)

Calendar Year

High

Low

Closing

 

 

(in Rupiah)

2010 

 

1,960 

1,390 

1,590 

28,539,250,000 

98,347,123,900 

160,272 

2011 

 

1,610 

1,320 

1,410 

22,207,895,000 

96,931,696,600 

142,128 

2012 

 

1,990 

1,330 

1,810 

23,002,802,500 

95,745,344,100 

182,448 

2013 

 

2,580 

1,760 

2,150 

27,839,305,000 

97,100,853,600 

216,720 

 

First Quarter

2,230 

1,760 

2,200 

5,993,025,000 

95,745,344,100 

221,760 

 

Second Quarter

2,580 

1,900 

2,250 

8,265,647,500 

96,044,401,100 

226,800 

 

Third Quarter

2,450 

1,950 

2,100 

7,206,438,500 

97,100,853,600 

211,680 

 

Fourth Quarter

2,375 

1,980 

2,150 

6,374,194,000 

97,100,853,600 

216,720 

2014 

 

3,010 

2,060 

2,865 

24,035,761,600 

98,175,853,600 

288,792 

 

First Quarter

2,420 

2,060 

2,215 

6,647,275,800 

97,100,853,600 

223,272 

 

Second Quarter

2,700 

2,150 

2,465 

6,736,807,600 

98,175,853,600 

248,472 

 

Third Quarter

3,010 

2,465 

2,915 

5,313,076,900 

98,175,853,600 

293,832 

 

Fourth Quarter

2,930 

2,590 

2,865 

5,338,601,300 

98,175,853,600 

288,792 

 

September

3,010 

2,675 

2,915 

1,769,250,600 

98,175,853,600 

293,832 

 

October

2,930 

2,680 

2,750 

2,482,524,900 

98,175,853,600 

277,200 

 

November

2,830 

2,590 

2,825 

1,559,250,500 

98,175,853,600 

284,760 

 

December

2,890 

2,725 

2,865 

1,296,825,900 

98,175,853,600 

288,792 

2015 

 

 

 

 

 

 

 

 

January

2,930 

2,780 

2,830 

1,403,802,200 

98,175,853,600 

285,264 

 

February

3,020 

2,800 

2,935 

1,785,881,500 

98,175,853,600 

295,848 

 

(1)     We conducted a two for one split of our common stock from a nominal value of Rp500 per share to Rp250 per share as resolved by the AGMS on July 30, 2004, effective October 1, 2004.

(2)     We conducted a five for one split of our common stock from a nominal value of Rp250 per share to Rp50 per share as resolved by the AGMS on April 19, 2013, effective September 2, 2013

(3)     The price per share of the common stock reflects this two splits above for all periods shown.

(4)     Market capitalization is multiplying between the share prices and issued and fully paid shares which are 100,799,996,400 shares.

 

On December 30, 2014, the last day of trading on the IDX in 2014, the closing price for our common stock was Rp2,865  per share.

 

The high, low, closing prices and trading volume for our ADSs on the NYSE and the LSE for the periods indicated are shown in the table below.

 

 

 

Price per ADS (NYSE)

Volume

(in ADS)

Price per ADS (LSE)

Volume

(in ADS)

Calendar Year

High

Low

Closing

High

Low

Closing

 

 

(in US Dollars)

(in US Dollars)

2010 

43.80 

30.33 

35.65 

69,803,576 

42.00 

30.76 

34.91 

19,673 

2011 

36.96 

30.29 

30.74 

69,279,100 

35.89 

21.02 

30.50 

1,406,292 

2012 

41.14 

29.26 

36.95 

88,190,589 

40.12 

30.24 

36.50 

746,278 

2013 

50.61 

33.75 

35.85 

67,061,105 

50.59 

33.44 

35.33 

6,579,103 

 

First Quarter

45.32 

36.17 

45.08 

13,876,752 

45.83 

37.06 

45.28 

12,819 

 

Second Quarter

50.61 

38.75 

42.74 

15,688,290 

50.59 

39.31 

45.34 

6,465,258 

 

Third Quarter

47.20 

34.54 

36.31 

18,713,653 

47.44 

35.62 

36.27 

79,240 

 

Fourth Quarter

41.69 

33.75 

35.85 

18,782,410 

41.69 

33.44 

35.33 

21,786 

2014 

48.75 

33.91 

45.23 

52,250,948 

43.75 

38.42 

12,008 

 

First Quarter

40.59 

33.91 

39.37 

16,346,799 

39.55 

38.42 

39.55 

986 

 

Second Quarter

44.45 

39.00 

41.66 

16,409,533 

43.75 

39.95 

43.00 

11,022 

 

Third Quarter

48.75 

41.69 

48.10 

9,670,921 

 

Fourth Quarter

48.43 

42.29 

45.23 

9,823,695 

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Price per ADS (NYSE)

Volume

(in ADS)

Price per ADS (LSE)

Volume

(in ADS)

Calendar Year

High

Low

Closing

High

Low

Closing

 

 

(in US Dollars)

(in US Dollars)

 

September

48.75 

44.85 

48.10 

2,722,429 

 

October

48.43 

44.26 

45.35 

4,383,362 

 

November

46.39 

34.70 

36.54 

5,866,608 

 

December

46.89 

42.29 

45.23 

3,254,644 

2015 

 

 

 

 

 

 

 

 

 

January

47.07 

43.84 

44.10 

3,796,653 

 

February

45.42 

44.82 

44.91 

128,606 

 

The last day of trading on the NYSE in 2014, which on December 31, the closing price for one Telkom ADS was US$45.23. 

 

Effective from June 5, 2014, due to the low level of our ADSs traded, we delisted our ADSs listing from LSE. The closing price of Telkom ADS last transaction on the LSE for our ADS on June 4, 2014 was US$43.00. 

 

B. PLAN OF DISTRIBUTION

Not applicable.

 

C.      MARKETS 

Our common stock is listed and traded on the IDX. Our ADSs are also listed and traded on the NYSE with one ADS representing 200 shares of Common Stock.

 

The Indonesian Stock Market

Indonesia’s stock market, known as the IDX, grew out of the December 1, 2007 merger of two stock exchanges operating in two different locations in Indonesia, the Jakarta Stock Exchange in the capital and the Surabaya Stock Exchange in East Java.

 

As at December 31, 2014, the IDX had 506 issuers for equity and 110 active brokerage houses. In 2014, IDX recorded a trading volume of 169 billion shares. As at December 31, 2014, the total market capitalization was valued at Rp5,227 trillion (US$429.5billion).

 

Trading is divided into three segments: the regular market, negotiated market and the cash market (except for rights issues, which can only be traded on the cash market and the negotiated market for the first session). The regular market is the mechanism for trading stock in standard lots on a continuous auction basis during exchange hours. Auctions on the IDX on regular market and cash markettake place according to the price and time priorities. Price priority refers to the giving of priority to buying orders at a higher price or selling orders at a lower price. If buying or selling orders are placed at the same price, priority is given to the earlier placed buying or selling order (time priority). Trading on the negotiated market is conducted through direct negotiation between (i) IDX members, (ii) clients through one IDX member, (iii) a client and an IDX member, or (iv) an IDX member and the PT Kliring Penjaminan Efek Indonesia (“KPEI”). KPEI provides clearing and guarantee services of stock exchange transactions settlement. It also improves efficiency and certainty of transactions settlement in IDX.

 

On November 14, 2012 IDX issued a Decree of BOD No. Kep-00399/BEI/11-2012 regarding the Change of Trading Regulation No. IIA on Equity – Type Securities Trading which changed the IDX’ trading hours, Effective January 2, 2014 with trading sessions as follow:

 

Trading Session

Market

Day

Trading Hours

Pre-opening

Regular

Monday-Friday

08.45.00-08.55.00

1st

Regular

Monday-Thursday

09.00.00-12.00.00

 

Cash

Friday

09.00.00-11.30.00

 

Negotiation

 

 

2nd

Regular

Monday-Thursday

13.30.00-15.49.59

 

 

Friday

14.00.00-15.49.59

 

Negotiation

Monday-Thursday

13.30.00-16.15.00

 

 

Friday

14.00.00-16.15.00

Pre-closing

Regular

Monday-Friday

15.50.00-16.00.00

Post Trading

Regular

Monday-Friday

16.05.00-16.15.00

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On November 8, 2013 IDX issued a Decree of BOD No. Kep-00071/BEI/11-2013 regarding  the Change of Trading Regulation No. IIA on Equity – Type Securities Trading that change the  lot size, tick price and maximum price movement, effective January 2, 2013. 

Lot size changed  from 500 shares to 100 shares and tick price and maximum share price movement changed as follows

 

Previous

New

Group Price

Tick Price

Maximum Share Price Movement

Group Price

Tick Price

Maximum Share Price Movement

≤Rp200

Rp1

Rp10

≤Rp500

Rp1

Rp20

Rp200 – Rp500

Rp5

Rp50

Rp500 – Rp2,000

Rp10

Rp100

Rp500 – Rp5,000

Rp5

Rp100

Rp2,000 – Rp5,000

Rp25

Rp250

≥Rp5,000

Rp50

Rp500

≥Rp5,000

Rp25

Rp500

 

Transactions on the IDX regular market must be settled no later than the third trading day after the transaction. Transactions on the negotiated market are settled on the basis of the agreement between the selling exchange members and the buying exchange members, on a transaction by transaction basis. Transactions on the IDX cash market must be settled on the day of the transaction and reported to the IDX. If an exchange member defaults on the settlement of a transaction, the securities can be traded by direct negotiation on cash and carry terms. Each exchange member is required to pay a transaction fee as stipulated by the IDX. Any delay in payment of the transaction fee is subject to a fine of 1% of the outstanding amount for each day of delay. The IDX may impose sanctions on its members for any violation of exchange rules, which may include fines, written warnings, suspension or revocation of licenses.

 

When conducting share transactions on the IDX, each exchange member is required to pay a transaction cost for transactions on the regular market and cash market of 0.03%, guarantee fund of 0.01% of the transaction value and VAT and other tax obligation. For the negotiated market, a transaction cost is 0.03% or depending on any other amount stipulated by the IDX is applicable. A minimum monthly transaction fee of Rp2 million is applied as a contribution for the provision of exchange facilities and continues in effect for members who are suspended or Exchange Member Approval (“SPAB”) revoked.

 

Since the global financial crisis in the last quarter of 2008 that caused a typical share price movements the IDX has applied a policy of auto rejection, a mechanism whereby share trading can be halted automatically in order to maintain orderly, fair and efficient trading. Following changes made by the IDX in October 2008 and January 2009 the auto rejection trigger levels are 35% above or below the reference price for stocks in the Rp50 - Rp200 price range, 25% for stocks in the Rp200 to Rp5,000 range, and 20% for stocks priced above Rp5,000. The auto rejection level in the case of an IPO is determined at a level which is twice as high as for normal trading. Auto rejection also arises when selling offer or buying request volume reaches of over 5 billion shares or 5% of total shares listed, whichever is smaller.

 

Trading on the NYSE and LSE

See Item 12 “Description of Securities Other Than Equity Securities”.

 

D. SELLING STOCKHOLDERS

Not applicable.

 

E. DILUTION

Not applicable.

 

F. EXPENSES OF THE ISSUE

Not applicable.

 

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

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B. MEMORANDUM AND ARTICLES OF ASSOCIATION

Description of Articles of Association

Our Articles of Association are registered in accordance with the Limited Liability Company Law No.1 of 1995, and approved by Ministerial Decree No.C2-7468.HT.01.04.TH.97 of 1997. Pursuant to the issuance of the Company Law No.40 of 2007 which revoked Limited Liability Companies Law No.1 of 1995, we have amended our Articles of Association which was approved by the Ministry of Law and Human Rights of the Republic of Indonesia pursuant to Decree of the Ministry of Justice and Human Rights No.AHU.46312.AH.01.02 of 2008 dated July 31, 2008 and registered in State Gazette of the Republic of Indonesia No.84 dated October 17, 2008, Supplement to State Gazette No.20155.

 

Our Articles of Association have  been amended several times, the latest amendment of which primarily related to the change of our capital structure resulting from our 5-for-1 stock split whereby each share with par value of Rp250 split into five shares of par value Rp50 per share, and changes relating to exclusion of the partnership and community development programme (PKBL) from the work plan and company  budgets, based on notarial deed No. 11 dated May 8, 2013 of Ashoya Ratam, S.H., MKn. The latest amendment was accepted and approved by the Ministry of Law and Human Rights of the Republic of Indonesia (“MoLHR”) in its Letter No. AHU-AH.01.10-22500 dated June 7, 2013.

 

In accordance with Article 3 of the Company’s Articles of Association, the scope of it activities are to provide telecommunication network and services and informatics, and to optimize the Company’s resources in accordance with prevailing regulations. To achieve this objective, the Company is involved in the following activities:

 

1.       Main business:

a.       Planning, building, providing, developing, operating, marketing or selling, leasing and maintaining telecommunications and information networks in a broad sense in accordance with prevailing regulations.

b.       Planning, developing, providing, marketing or selling and improving telecommunications and information services in a broad sense in accordance with prevailing regulations.

 

2.       Supporting business:

a.       Providing payment transactions and money transferring services through telecommunications and information networks.

b.       Performing activities and other undertakings in connection with the optimization of the Company's resources, which, among others, include the utilization of the Company's property and equipment and moving  assets, information systems, education and training and repairs and maintenance facilities.

 

In accordance with the Company Law, we have a Board of Commissioners and a Board of Directors. The two Boards are separate and no individual may be a member of both Boards. Each Director receives a bonus if we surpass certain financial and operating targets, the amounts of which are determined by the shareholders at the AGMS.

 

The Articles state that any transaction involving a conflict of interest between our Company and our Directors, Commissioners and shareholders should be approved by a shareholders meeting, where approval is required from more than half of the votes of the independent shareholders.

 

A member of the Board of Directors shall have no right to represent the Company if such member has a conflict of interest with the Company. To take any legal actions in the form of transactions containing conflict of interests between the personal economic interest of members of the Board of Directors, Board of Commissioners or shareholders and the Company’s economic interest, the Board of Directors requires the approval of a General Meeting of Shareholders. Such General Meeting of Shareholders must be attended by independent shareholders (i.e. those shareholders having no conflict of interest) who hold more than one-half of the total number of shares with valid voting rights held by all independent shareholders and the resolution must be passed by the affirmative votes of independent shareholders holding more than one-half of the total number of shares with valid voting rights. In passing any resolutions, the main shareholders, members of the Board of Directors and members of the Board of Commissioners with conflicts of interests with the transaction that is being decided shall not be entitled to give any recommendation or opinion. Any resolution passed by independent shareholders shall be confirmed by the whole meeting quorum to be followed by all shareholders present in the meeting, including those with conflicts of interest.

 

Compensation of members of the Board of Directors is decided at a General Meeting of Shareholders, although the authority may be delegated to the Board of Commissioners, in which case compensation shall be determined based on a resolution of the Board of Commissioners.

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Our Article of Association does not detail on the borrowing power that is exercisable by Board of Director and the method to very such borrowing power.

 

The Board of Directors is responsible for leading and managing our Company in accordance with our objectives and purposes and to control, preserve and manage the assets of our Company.

 

The Articles do not contain any requirement for the Directors to: (i) retire by a specified age, or (ii) to own any or a specified number of shares of our Company. The rights, preferences and restrictions attaching to each class of the shares of our Company in respect of specified matters are set forth below:

 

-         Dividend rights. Dividends are to be paid based upon our financial condition and in accordance with the resolution of the shareholders in a general meeting, which will also determine the form of and time for payment of the dividend;

-         Voting rights. The holder of each voting share is entitled to one vote at a GMS;

-         Rights to share in our Company’s profits. See dividend rights;

-         Rights to share in any surplus in the event of liquidation. Stockholders are entitled to surplus in the event of liquidation in accordance with their proportion of shareholding, provided the nominal value of the common stock that they hold is fully paid-up;

-         Redemption provisions. There are no stock redemption provisions in our Articles. However, based on Article 37 of the Company Law, we may buy back up to 10% of our issued and outstanding shares;

-         Reserved fund provisions. Retained earnings up to a minimum of 20% of our issued capital are to be set aside to cover potential losses suffered by us. If the amount in the reserved fund exceeds 20% of our issued capital, a GMS may authorize us to utilize such excess funds for the purposes of our Company;

-         Liability for further capital calls. Our shareholders may be asked to subscribe for new shares in our Company from time to time. Such rights are to be offered to shareholders prior to being offered to third parties and may be transferred at the option of the shareholder. The Board of Directors is authorized to offer the new shares to third parties in the event that an existing shareholder is unable or unwilling to subscribe for such new shares; and

-         Provisions discriminating against any existing or prospective holder of such securities because of such shareholder owning a substantial number of shares. The Articles do not contain any such provision.

 

In order to change the rights of shareholders, an amendment to the relevant provisions of the Articles would be required. Any amendment to the Articles requires the holder of the Series A Dwiwarna Share and the other shareholders or their authorized proxies jointly representing at least two thirds (2/3) of the total number of votes cast in the meeting.

 

Any GMS may only be convened upon the issuance of the requisite notice by us. In addition, the Board of Directors may issue such notice and convene an EGMS based on a written request by the Board of Commissioners or one or more shareholders holding at least 10% of our shares. The notice is to be published in at least two newspapers in Indonesia having general circulation within Indonesia and other media in accordance with the provisions of Indonesian capital markets rules and regulations. Such announcement/notice of a GMS is required to be given to shareholders at least 14 days (excluding the date of the notice and the date of the invitation) prior to the invitation for the GMS. The invitation for the GMS is also required to be published in at least two newspapers in Indonesia having general circulation within Indonesia and other media in accordance with the provisions of Indonesian capital markets rules and regulations at least 14 days (excluding the date of the invitation and the date of the meeting) prior to the GMS. The quorum for AGMS or EGMS is shareholders representing more than half of the total shares with voting rights issued by us. In case the quorum is not reached, then the invitation to the second meeting can be made without prior announcement/notice that a invitation to a meeting will be made. In case the quorum is not reached, then the invitation to the second meeting can be made without prior announcement/notice that an invitation to a meeting will be made. Such invitation to the meeting is required to be served at least seven days prior to the second meeting (not including the date of the invitation to the meeting and the date of the meeting). The second meeting will be valid and may pass binding resolutions if attended by shareholders representing at least one third of the total shares with valid voting rights. In case the quorum is not reached at the second meeting, a third meeting may be held, at the Company’s request, with the quorum of attendance to be determined by the Chairman of OJK in accordance with the provisions of the laws.

 

Stockholders may vote by proxy. All resolutions are to be passed by consensus. If consensus cannot be reached, resolutions are passed by simple majority, unless a larger majority is required by the Articles. The Articles do not contain any limitations on the right of any person, to own our shares or to exercise their right to vote. Indonesian capital market regulations do not contain any limitation on the right of any person, whether local or foreign, to own shares in a company listed on the IDX.

 

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Any takeover of our Company is required to be approved by the holder of the Series A Dwiwarna Share and a majority constituting at least three fourths of the total number of shares at a GMS that must be attended by the holder of the Series A Dwiwarna Share. There are no other provisions in the Articles that would have the effect of delaying, deferring or preventing a change in control of our Company.

Each Director and Commissioner has an obligation to report to OJK with regard to their ownership and any changes in their ownership of our Company, and this obligation also applies to shareholders who have an ownership stake of 5% or more in our paid up capital. We believe that the Articles are not significantly different from those generally prevailing in Indonesia in respect of companies listed on the IDX (other than with respect to provisions and rights relating to the Dwiwarna Share, which are common for SOEs listed on the IDX). We also believe that the provisions in the Articles relating to changes in our capital are not more stringent than that required by Indonesian law.

 

C.      MATERIAL CONTRACTS

 

In 2014 and 2013, we did not enter into any new material contracts nor did we amend any existing material contracts, other than contracts entered into or amended in the ordinary course of business as disclosed at Note 38 of our Consolidated Financial Statement.

 

D. EXCHANGE CONTROLS

See Item 3 “Key Information - Selected Financial Data - Exchange Controls” included elsewhere in this Form 20-F.

 

E.      TAXATION 

The following summary contains a description of the principal Indonesian and US federal tax consequences of the purchase, ownership and disposition of ADSs or shares of common stock. This summary does not purport to be a complete description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of ADSs or shares of common stock.

 

Investors should consult their tax advisors about the Indonesian and US Federal, state and local tax consequences to them of the purchase, ownership and disposition of ADSs or shares of common stock.

 

a.       Indonesian Taxation

The following is a summary of the principal Indonesian tax consequences of the ownership and disposition of common stock or ADSs to a non-resident individual or non-resident entity that holds common stock or ADSs (a “Non-Indonesian Holder”). A “non-resident individual” is a foreign national individual who does not reside or intend to reside in Indonesia and is not physically present in Indonesia at the most 183 days within 12 month period, during which period such non-resident individual receives income in respect of the ownership or disposition of common stock or ADSs and a “non-resident entity” is a corporation or a non-corporate body that is established, domiciled or organized under the laws of a jurisdiction other than Indonesia and does not have a fixed place of business or otherwise conducts business or carries out activities through a permanent establishment in Indonesia during an Indonesian tax year in which such non-resident entity receives income in respect of the ownership or disposition of common stock or ADSs. In determining the residency of an individual or entity, consideration will be given to the provisions of any applicable double taxation treaty to which Indonesia is a party.

 

1.       Dividends 

Dividends declared by us out of retained earnings and distributed to a Non-Indonesian Holder in respect of common stock or ADSs are subject to Indonesian withholding tax, which, as of the date of this Annual Report is at the rate of 20%, on the amount of the distribution (in the case of cash dividends) or on the shareholders’ proportional share of the value of the distribution. A lower rate provided under double taxation treaties may be applicable provided the recipient is able to comply with the following strict requirements: (i) the recipient of the income is the beneficial owner of the dividends, (ii) the recipient of the income must have submitted a specific form set by the Indonesian Tax Office acting as a Certificate of Residency (the “Certificate of Residency”) that is filled in by the recipient of the income and validated by the competent authority of the country where the recipients are resident and (iii) the recipient of the income does not misuse the tax treaty as set out in the provision on the prevention of misuse the tax treaty. Indonesia has concluded double taxation treaties with a number of countries, including Australia, Belgium, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, Sweden, Switzerland, the United Kingdom and the United States of America. Under the US-Indonesia double taxation treaty, the withholding tax on dividends is generally, in the absence of a 25% voting interest, reduced to 15%.

 

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2.       Capital Gains

The sale or transfer of common stock through the IDX is subject to a final withholding tax at the rate of 0.1% of the value of the transaction. The broker executing the transaction is obligated to withhold such tax. The holding of founder shares or the sale or transfer of founder shares through an IDX may, under current Indonesian tax regulations, be subject to additional 0.5% final income tax.

 

Subject to the promulgation of implementing regulations, the estimated net income received or accrued from the sale of movable assets in Indonesia, which may include common stock not listed on an IDX or ADSs, by a Non-Indonesian holder (with the exception of the sale of assets under Article 4 paragraph (2) of the Indonesian income tax law) may be subject to Indonesian withholding tax at the rate of 20%. In 1999, the Ministry of Finance issued a decision that stipulates the estimated net income for the sale of shares received by a non-resident taxpayer in a non-public company to be 25% of the sale price, resulting in an effective withholding tax rate of 5% of the sales price. This is a final withholding tax and the obligation to pay lies with the buyer (if it is an Indonesian taxpayer) or our Company (if the buyer is a non-resident taxpayer). Exemption from withholding tax on income from the sale of shares in a non-public company may be available to non-resident sellers of shares depending on the provisions of the relevant double taxation treaties. In order to benefit from the exemption under the relevant double taxation treaty, the non-resident seller must provide a specific form set by the Indonesian Tax Office acting as a Certificate of Residence that is completed by the recipient of the income and validated by the competent authority of the country where the recipients are resident to the buyer or our Company and to the Indonesian Tax Office that has jurisdiction over the buyer or our Company (if the buyer is a non-resident taxpayer).

 

In cases where a purchaser or Indonesian broker will be required under Indonesian tax laws to withhold tax on payment of the purchase price for common stock or ADSs through the IDX, theoretically, that payment may be exempt from Indonesian withholding or other Indonesian income tax under applicable double taxation treaties to which Indonesia is a party (including the US-Indonesia double taxation treaty). However, except for the sale or transfer of shares in a non-public company, the current Indonesian tax regulations do not provide specific procedures for removing the purchaser’s or Indonesian broker’s obligation to withhold tax from the proceeds of such sale. To take advantage of the double taxation treaty relief, Non-Indonesian Holders may have to seek a refund from the Indonesian Tax Office through the IDX by making a specific application accompanied by a specific form set by the Indonesian Tax Office acting as a Certificate of Residency that is filled in by the recipient of the income and validated by the competent authority of the country where the recipients are resident.

 

3.       Stamp Duty

Stock transactions in Indonesia are subject to stamp duty. Pursuant to Government Regulation No.24/2000 on the amendment and the amount of stamp duty rates Imposing Limits Imposed Price Nominal stamp duty, a transaction of up to Rp1,000,000 needs a stamp duty of Rp3,000, while any transaction of more than Rp1,000,000 needs a stamp duty of Rp6,000.

 

b.       Considerations Regarding Certain US Federal Income Tax

 

The following is a summary of certain US federal income tax considerations relating to the acquisition ownership and disposition of ADSs or common stock by US Holders (as defined below) that hold their ADSs or common stock as “capital assets” (generally, property held for investment) under section 1221 of the US Internal Revenue Code of 1986, as amended, (the “Tax Code”). This summary is based upon the Code, its legislative history, final, temporary and proposed US Treasury regulations promulgated thereunder, published rulings and court decisions as in effect on the date hereof, all of which are subject to change, or changes in interpretation, possibly with retroactive effect.  In addition, this discussion is based in part upon representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreements will be performed according to its terms..

 

This summary does not discuss all aspects of US federal income taxation which may be important to particular investors in light of their individual investment circumstances, including investors subject to special tax rules (for example, financial institutions, insurance companies, broker-dealers, partnerships and their partners, and tax-exempt organizations (including private foundations), holders who are not US Holders, investors that will hold ADSs or common stock as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for US federal income tax purposes, or investors that have a functional currency other than the US Dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not address US federal estate, gift or alternative minimum taxes, the US federal unearned Medicare contribution tax, or state, local, or non-US tax considerations. Each holder is urged to consult their tax advisors regarding the US federal, state, local and non-US income, and other tax considerations of their investment in the ADSs or common stock.

 

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For purposes of this summary, a “US Holder” is a beneficial owner of ADSs or common stock that is, for US federal income tax purposes, (i) an individual who is a citizen or resident of the US, (ii) a corporation, created in, or organized under the laws of, the US or any state or the District of Columbia, (iii) an estate the income of which is includible in gross income for US federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a US court and which has one or more US persons who have the authority to control all substantial decisions of the trust or (B) that has made a valid election to be treated as a US person under the Tax Code.

If a partnership (or other entity treated as a “tax transparent” entity for US tax purposes) is the beneficial owner of ADSs or common stock, the tax treatment of a partner in the partnership (or interest holder in the “tax transparent” entity) will generally depend upon the status of the partner (or interest holder) and the activities of the partnership (or “tax transparent” entity). For US federal income tax purposes, US Holders of ADSs will be treated as the beneficial owners of the underlying Common Stock represented by the ADSs.

 

 

1.       Distributions on the Common Shares or ADSs

Subject to the discussion below under 3. Passive Foregin Investment Company, below,the gross amount of any distribution (without reduction for any Indonesian tax withheld) we make on the common shares or ADSs out of our current or accumulated earnings and profits (as determined for US federal income tax purposes) will be includible in your gross income as ordinary dividend income when the distribution is actually or constructively received by you, or by the depositary in the case of ADSs. Distributions that exceed our current and accumulated earnings and profits will be treated as a return of capital to you to the extent of your basis in the ADSs or common shares and thereafter as capital gain. We, however, may not calculate earnings and profits in accordance with US tax principles. Accordingly, all distributions by us to US Holders will generally be treated as dividends. Any dividend will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from US corporations. The amount of any distribution of property other than cash will be the fair market value of such property on the date of such distribution..

Subject to certain exceptions for short-term and hedged positions, the US dollar amount of dividends received by certain non-corporate holders will be subject to taxation at a maximum rate of 20% if the dividends are "qualified dividends." Dividends paid on ADSs or common shares will be treated as qualified dividends if either (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service, or IRS, has approved for the purposes of the qualified dividend rules, or (ii) the dividends are with respect to ADSs readily tradable on a U.S. securities market, provided, in each case, that we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company, or PFIC. The Convention Between the Government of the United States and the Government of the Republic of Indonesia for the Avoidance of Double Taxation and the Prevention of Tax Evasion with Respect to Taxes on Income (the "Treaty") has been approved for the purposes of the qualified dividend rules, and we expect to qualify for benefits under the Treaty. We are considered a qualified foreign corporation with respect to the ADSs because our ADSs are listed on the New York Stock Exchange. Finally, based on our audited consolidated financial statements and relevant market data, we believe that we did not satisfy the definition for PFIC status for U.S. federal income tax purposes with respect to our 2014 taxable year. In addition, based on our audited consolidated financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market data, we do not anticipate becoming a PFIC for our 2015 taxable year or any future year. However, our status in the current year and future years will depend on our income and assets (which for this purpose depends in part on the market value of the ADSs or common shares) in those years. See the discussion below under "— Passive Foreign Investment Company".

Holders of ADSs or common shares should consult their own tax advisers regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.

The amount of the dividend distribution that a U.S. holder must include in its income will be the U.S. dollar value of the Rupiah payments made, determined at the spot Rupiah/U.S. dollar rate on the date of the dividend distribution, regardless of whether the payment is in fact converted into U.S. dollars.Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. holder includes the dividend payment in income to the date it converts the payment into U.S. dollars will be treated as ordinary income or loss from US sources.

Subject to various limitations, any Indonesian tax withheld from distributions in accordance with the Treaty will be deductible or creditable against your US federal income tax liability. Dividends paid by us generally will constitute income from sources outside the United States for US foreign tax credit limitation purposes and will be categorized as "passive category income" or, in the case of certain US Holders, as "general category income" for US foreign tax credit purposes.

In the event we are required to withhold Indonesian income tax on dividends paid to US Holders on the ADSs or common shares (see discussion under "Indonesian Taxation"), you may be able to claim a reduced 15% rate of Indonesian withholding tax if you are eligible for benefits under the Treaty. You should consult your own tax advisor about the eligibility for reduction of Indonesian withholding tax.

 

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You may not be able to claim a foreign tax credit (and instead may claim a deduction) for non-US taxes imposed on dividends paid on the ADSs or common shares if you (i) have held the ADSs or common shares for less than a specified minimum period during which you are not protected from risk of loss with respect to such shares, or (ii) are obligated to make payments related to the dividends (for example, pursuant to a short sale). The rules relating to the US foreign tax credit are complex and US Holders may be subject to various limitations on the amount of foreign tax credits that are available. In addition, if the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating a US Holder's foreign tax credit limitation will generally be limited to the gross amount of the taxable dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. US Holders should consult their own tax advisors regarding the effect of these rules in their particular circumstance..

 

2.       Sale or Other Disposition of ADSs or Common Stock

Subject to the discussion below under "— Passive Foreign Investment Company", upon a sale, exchange or other disposition of the ADSs or common shares, you will generally recognize capital gain or loss for US federal income tax purposes in an amount equal to the difference between the US dollar value of the amount realized and your tax basis, determined in US dollars, in such ADSs or common shares.  Generally, gain or loss recognized upon the sale or other disposition of ADSs or common shares will be capital gain or loss, will be long-term capital gain or loss if the US Holder's holding period for such ADSs or common shares exceeds one year, and will be income or loss from sources within the United States for foreign tax credit limitation purposes. For non-corporate US Holders, the United States income tax rate applicable to net long-term capital gain currently will not exceed 20.0%. The deductibility of capital losses is subject to significant limitations.

 

A US Holder that receives foreign currency from a sale or disposition of ADSs or common shares generally will realize an amount equal to the US dollar value of the foreign currency determined on (i) the date of receipt of payment in the case of a cash basis US Holder and (ii) the date of disposition in the case of an accrual basis US Holder. If ADSs or common shares are treated as traded on an "established securities market", a cash basis taxpayer or, if it so elects, an accrual basis taxpayer, will determine the US dollar value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale. A US Holder will have a tax basis in the foreign currency received equal to the US dollar amount realized. Any currency exchange gain or loss realized on a subsequent conversion of the foreign currency into US dollars for a different amount generally will be treated as ordinary income or loss from sources within the United States. However, if such foreign currency is converted into US dollars on the date received by the US Holder, a cash basis or electing accrual basis US Holder should not recognize any gain or loss on such conversion.

Any gain or loss will generally be US source gain or loss for foreign tax credit limitation purposes and as a result of the U.S. foreign tax credit limitation, foreign taxes, if any, imposed upon capital gains in respect of the ADSs or common shares may not be currently creditable

 

3.       Passive Foreign Investment Company

In general, a foreign corporation is a PFIC for any taxable year in which, after applying relevant look-through rules with respect to the income and assets of subsidiaries:

 

·         75% or more of its gross income consists of passive income, such as dividends, interest, rents, royalties, and gains from the sale of assets that give rise to such income; or

 

·         50% or more of the average quarterly value of its gross assets consists of assets that produce, or are held for the production of, passive income.

 

"Passive income" for this purpose includes, for example, dividends, interest, royalties, rents and gains from commodities and securities transactions. Passive income does not include rents and royalties derived from the active conduct of a trade or business. If the stock of a non-U.S. corporation is publicly traded for the taxable year, the asset test is applied using the fair market value of the assets for purposes of measuring such corporation's assets. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income for purposes of the PFIC income and asset tests.

 

Based on the current and anticipated composition of our assets and income and the current expectations regarding the price of the ADSs and common shares, we believe that we were not a PFIC for US federal income tax purposes with respect to our 2014 taxable year and we do not intend to become or anticipate becoming a PFIC for any future taxable year. However, the determination of PFIC status is a factual determination that must be made annually at the close of each taxable year and therefore, there can be no certainty as to our status in this regard until the close of the 2015 taxable year. Changes in the

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nature of our income or assets or a decrease in the trading price of the ADSs or common shares may cause us to be considered a PFIC in the current or any subsequent year.

 

If we were a PFIC in any taxable year that you held the ADSs or common shares, you generally would be subject to special rules with respect to "excess distributions" made by us on the ADSs or common shares and with respect to gain from your disposition of the ADSs or common shares. An "excess distribution" generally is defined as the excess of the distributions you receive with respect to the ADSs or common shares in any taxable year over 125% of the average annual distributions you have received from us during the shorter of the three preceding years, or your holding period for the ADSs or common shares. Generally, you would be required to allocate any excess distribution or gain from the disposition of the ADSs or common shares ratably over your holding period for the ADSs or common shares. The portion of the excess distribution or gain allocated to a prior taxable year, other than a year prior to the first year in which we became a PFIC, would be taxed at the highest US federal income tax rate on ordinary income in effect for such taxable year, and you would be subject to an interest charge on the resulting tax liability, determined as if the tax liability had been due with respect to such particular taxable years. The portion of the excess distribution or gain that is not allocated to prior taxable years, together with the portion allocated to the years prior to the first year in which we became a PFIC, would be included in your gross income for the taxable year of the excess distribution or disposition and taxed as ordinary income. If we were a PFIC in any year during a US Holder's holding period, we would generally be treated as a PFIC for each subsequent year absent a "purging" election by the US Holder.

 

These adverse tax consequences may be avoided if the US Holder is eligible to and does elect to annually mark-to-market the ADSs or common shares. If a US Holder makes a mark-to-market election, such holder will generally include as ordinary income the excess, if any, of the fair market value of the ADSs or common shares at the end of each taxable year over their adjusted basis, and will be permitted an ordinary loss in respect of the excess, if any, of the adjusted basis of the ADSs or common shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). Any gain recognized on the sale or other disposition of the ADSs  or common shares will be treated as ordinary income. The mark-to-market election is available only for "marketable stock," which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter on a qualified exchange or other market, as defined in the applicable Treasury regulations. The ADSs should qualify as "marketable stock" because the ADSs are listed on the New York Stock Exchange.  However, the stock of any of our subsidiaries that were PFICs would not be eligible for the mark-to-market election.

 

A US Holder's adjusted tax basis in the ADSs or common shares will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If a US Holder makes a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the

 

ADSs or common shares are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election. US Holders are urged to consult their tax advisors about the availability of the mark-to-market election, and whether making the election would be advisable in their particular circumstances.

 

Alternatively, a timely election to treat us as a qualified electing fund could be made to avoid the foregoing rules with respect to excess distributions and dispositions. You should be aware, however, that if we become a PFIC, we do not intend to satisfy record keeping requirements that would permit you to make a qualified electing fund election.

 

If we were regarded as a PFIC, a US Holder of ADSs or common shares generally would be required to file an information return on IRS Form 8621 for any year in which the holder received a direct or indirect distribution with respect to the ADSs or common shares, recognized gain on a direct or indirect disposition of the ADSs or common shares, or made an election with respect to the ADSs or common shares, reporting distributions received and gains realized with respect to the ADSs or common shares. In addition, pursuant to recently enacted legislation, if we were regarded as a PFIC, a US Holder would be required to file an annual information return (also on IRS Form 8621) relating to the holder's ownership of the ADSs or common shares. This requirement would be in addition to other reporting requirements applicable to ownership in a PFIC.

 

We encourage you to consult your own tax advisor concerning the U.S. federal income tax consequences of holding the ADSs or common shares that would arise if we were considered a PFIC.

 

4.       Backup Withholding Tax and Information Reporting Requirements

US backup withholding tax and information reporting requirements generally apply to certain payments made to certain non corporate holders of stock. Information reporting generally will apply to payments of dividends on and to proceeds from the sale or redemption of, ordinary shares made within the US or by a US pay or US middleman to a holder of ADSs ordinary

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shares (other than an “exempt recipient,” including a corporation, a payee that is not a US person that provides an appropriate certification and certain other persons). A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, ADSs or common stock within the US or by a US payor or US middleman to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements. The backup withholding tax is not an additional tax and may be credited against a US holder’s regular US federal income tax liability or, if in excess of such liability, refunded by the Internal Revenue Service (“IRS”) if a timely refund claim is filed with the IRS. Copies of any information returns or tax returns for claims for refund filed by non-US Holders with the IRS may be made available by the IRS, under the provisions of a specific treaty or other agreement providing for information exchange, to the taxing authorities of the country in which a non-US Holder resides.

 

5.      Information with Respect to Foreign Financial Assets

Certain US Holders may be required to report information with respect to such holder's interest in “specified foreign financial assets” (as defined in Section 6038D of the Code), including stock of a non-US corporation that is not held in an account maintained by a financial institution, if the aggregate value of all such assets exceeds certain dollar thresholds. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties. US Holders are urged to consult their own tax advisers regarding the foreign financial asset reporting obligations and their possible application to the holding of the ADSs or common shares.

 

F.       DIVIDENDS AND PAYING AGENTS

Not applicable.

 

G.      STATEMENT BY EXPERTS

Not applicable.

 

H.      DOCUMENTS ON DISPLAY

Any material which is filed as an exhibit to this Annual Report on Form 20-F with the US Securities and Exchange Commission is available for inspection at our offices. See Item 4 “Information on the Company – History and Development of the Company – Telkom Indonesia Profile”. 

 

 

I.        SUBSIDIARY INFORMATION

Not applicable.

 

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to market risks that arise from changes in foreign exchange rates and interest rates risk, each of which will have an impact on us. We do not generally hedge our long-term liabilities in foreign currencies but hedge our obligations for the current year. As of December 31, 2014, assets in foreign currencies reached 84.0% against our liabilities denominated in foreign currencies. Our exposure to interest rate risk is managed through a mix of fixed and variable rate liabilities and assets, including short-term fixed rate assets. Our exposure to such market risks fluctuated during 2012, 2013 and 2014 as the Indonesian economy was affected by changes in the US Dollar-Rupiah exchange rate and interest rates themselves. We are not able to predict whether such conditions will continue during 2015 or thereafter.

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Foreign Exchange Rate Risk

We are exposed to foreign exchange risk on sales, purchases and borrowings that are denominated in foreign currencies, primarily in US Dollar and Japanese yen. Our exposures to other foreign exchange rates are not material. Increasing risks of foreign currency exchange rates on our obligations are expected to be offset by time deposits and receivables in foreign currencies that are equal to at least 25% of the outstanding current liabilities.

 

The information presented in the following table is based on assumptions of buying and selling rates in US Dollar as well as other currencies, which were quoted by Reuters on December 31, 2014 and applied respectively to monetary assets and liabilities. The bid and offer rates as of December 31, 2014 were Rp12,380 and Rp12,390 to US$1, respectively.

 

However, we believe these assumptions and the information described in the following table may be influenced by a number of factors, including a fluctuation and/or depreciation of the Rupiah in the future.

 

   

Outstanding Balance

as of December 31, 2014

Expected Maturity Date

Fair

 

Foreign Currency

(million)

Rp Equiv.

(Rp million)

2015

2016

2017

2018

2019

There after 

Value

 

(Rp million)

 

ASSETS

Cash and Cash Equivalents

US Dollar

364 

4,526,838 

4,526,838 

4,526,838 

Japanese Yen

875 

875 

875 

Other(1)

16 

193,242 

193,242 

193,242 

Other Current Financial Assets

US Dollar

16 

191,607 

191,607 

191,607 

Trade Receivables

Related Parties

US Dollar

25,919 

25,919 

25,919 

Third Parties

US Dollar

85 

1,053,085 

1,053,085 

1,053,085 

Other(1)

35,400 

35,400 

35,400 

Other Receivables

US Dollar

4,876 

4,876 

4,876 

Other(1)

1,381 

1,381 

1,381 

Advances and Other Non-Current Assets

US Dollar

50,535 

49,654 

881 

50,535 

Other(1)

610 

610 

610 

LIABILITIES

Trade Payables

Related Parties

US Dollar

2,763 

2,763 

2,763 

Other(1)

2,001 

2,001 

2,001 

Third Parties

US Dollar

228 

2,833,792 

2,833,792 

2,833,792 

Japanese Yen

19 

2,162 

2,162 

2,162 

Other(1)

42,406 

42,406 

42,406 

Other Payables

                 

US Dollar

42,548 

42,548 

42,548 

 

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Outstanding Balance

as of December 31, 2014

Expected Maturity Date

Fair

 

Foreign Currency

(million)

Rp Equiv.

(Rp million)

2015

2016

2017

2018

2019

There after 

Value

 

(Rp million)

 

Other(1)

14,327 

14,327 

14,327 

Accrued Expenses

US Dollar

66 

819,711 

819,711 

819,711 

Japanese Yen

27 

2,839 

2,839 

2,839 

Other(1)

12,666 

12,666 

12,666 

Advances from Customers and Suppliers

US Dollar

29,884 

29,884 

29,884 

Other(1)

825 

825 

825 

Short term bank loan

US Dollar

100 

1,244,000 

1,244,000 

1,244,000 

Current Maturities of Long-term Liabilities

US Dollar

35 

429,510 

429,510 

451,194 

Japanese Yen

768 

79,585 

79,585 

102,045 

Promissory Notes

US Dollar

88,665 

64,008 

23,371 

1,286 

88,191 

Long-term Liabilities(2)

US Dollar

71 

880,772 

317,305 

231,678 

131,237 

93,559 

106,993 

868,178 

Japanese Yen

6,911 

716,264 

79,585 

79,585 

79,585 

79,585 

397,924 

727,034 

(1) Assets and liabilities denominated in other foreign currencies are presented as US Dollars equivalents using the Reuters bid and offer rates prevailing at end of the reporting period.

(2) Long-term liabilities for the purpose of this table consist of loans denominated in foreign currencies from two-step loans, obligation under finance leases and long-term bank loans.

 

Interest Rate Risk

Our exposure to interest rate fluctuations results primarily from changes to the floating rate applied for long-term debt. This risk relates to loans under the Government on-lending program that has been used to finance our capital expenditures. Interest rate fluctuation is monitored to minimize any negative impact to financial position. Borrowings at variable interest rates expose our  Company and our subsidiaries to interest rate risk. To measure market risk fluctuations in interest rates, our  Company and our subsidiaries primarily use interest margin  and maturity profile of the financial assets and liabilities based on changing schedule of the interest rate.

 

The actual cash flows from our debt are denominated in Rupiah, US Dollar, and Japanese Yen, as appropriate and as indicated in the table. The information presented in the table has been determined based on the following assumptions: (i) fixed interest rates on Rupiah time deposits are based on average interest rates offered for three month placements in effect as of December 31, 2014  by the banks where such deposits were located; (ii) variable interest rates on Rupiah denominated long-term liabilities are calculated as of December 31, 2014  and are based on contractual terms setting interest rates based on average rates for the preceding six months on three month certificates issued by Bank of Indonesia or based on the average three month deposit rate offered by the lenders; (iii) fixed interest rates on US Dollar deposits are based on average interest rates offered for three month placements by the various lending institutions where such deposits are located as of December 31, 2014  and (iv) the value of marketable securities is based on the value of such securities on December 31, 2014. However, these assumptions may change in the future. These assumptions are different from the rates used in our Consolidated Financial Statements; accordingly, amounts shown in the table may differ from the amounts shown in our Consolidated Financial Statements.

 

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Outstanding Balance

as of December 31, 2014

Expected Maturity Date

Original Currency

(million)

Rp Equiv.

(Rp million)

Rate

(%)

2015 

2016 

2017 

2018 

2019 

There after

Fair Value

(Rp million)

ASSETS

Fixed Rate

Cash and Cash Equivalents

Time deposit

Rupiah

11,531,450 

11,531,450 

4-11.5

11,531,450 

11,531,450 

US Dollar

279 

3,460,434 

0.03-3

3,460,434 

3,460,434 

Other Current Financial Assets

Time deposit

                   

US Dollar

110,472 

0.85-1.00

110,472 

110,472 

Available-for-Sale Financial Assets

Rupiah

120,360 

120,360 

6.88-7.25

120,360 

120,360 

US Dollar

82,135 

10.4-11.80

82,135 

82,135 

LIABILITIES

Short-term Bank Loans

Variable Rate

Rupiah

Principal

480,983 

480,983 

480,983 

480,983 

Interest

US Dollar

Principal

100 

1,244,000 

1,244,000 

1,244,000 

Interest

Fixed Rate

Rupiah

Principal

85,000 

85,000 

85,000 

85,000 

Interest

Long-term Liabilities(1)

Variable Rate

Rupiah

Principal

10,921,317 

10,921,317 

3,751,311 

2,281,449 

1,962,849 

1,759,891 

610,134 

555,683 

10,770,905 

Interest

2,316,163 

2,316,163 

8-15

905,121 

630,108 

408,030 

236,611 

85,450 

50,843 

US Dollar

Principal

56 

692,552 

299,676 

219,813 

127,168 

30,407 

15,488 

687,484 

Interest

13,494 

1.14-6

6,441 

4,382 

1,946 

604 

121 

Fixed Rate

Rupiah

Principal

3,789,068 

3,789,068 

1,026,059 

44,034 

44,225 

43,678 

261,042 

2,370,030 

3,836,942 

Interest

1,821,871 

1,821,871 

5-11

357,768 

282,238 

277,654 

273,217 

268,862 

362,132 

US Dollar

Principal

53 

653,820 

170,866 

98,192 

99,282 

100,417 

78,070 

106,993 

667,505 

Interest

71,266 

2-5

20,999 

16,077 

12,780 

9,526 

6,271 

5,613 

Japanese Yen

Principal

7,679 

795,849 

79,585 

79,585 

79,585 

79,585 

79,585 

397,924 

829,079 

Interest

1,250 

129,575 

3.1 

24,050 

21,643 

19,115 

16,648 

14,181 

33,938 

Finance Leases

Rupiah

Principal

4,736,901 

4,736,901 

548,582 

551,500 

594,832 

591,140 

571,047 

1,879,800 

4,736,901 

Interest

1,739,038 

1,739,038 

2.75-11.76

400,739 

349,747 

295,854 

238,693 

186,713 

267,292 

US Dollar

Principal

52,574 

22,977 

22,671 

6,514 

412 

52,574 

Interest

6,453 

4-5.8

2,832 

2,757 

820 

44 

(1) Long-term liabilities consist of loans which are subject to interest; namely two-step loans, bonds and notes and long-term bank loans, which in each case include their maturities.

 

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

American Depositary Shares

Bank of New York Mellon Corporation (previously “The Bank of New York”) serves as the “Depositary” for our ADSs which are traded on the NYSE and LSE.

 

Investors pay a depositary fee directly or through a broker acting on their behalf for the delivery or surrender of ADSs for the purpose of withdrawal. The Depositary also collects fees for making distributions to investors by deducting the fee from the amount distributed or by selling a portion of the distributable property to pay the fee. The Depositary may collect its annual fee for depositary services by making a deduction from the cash distributions or by directly billing investors or by charging the book-entry system accounts of the parties acting on their behalf. The Depositary may refuse to provide fee-generating services until its bills for such services are paid.

 

Costs Related to ADS Issue and Handling

Shareholders depositing or withdrawing ordinary shares or ADS must pay:

For:

US$5 (or less) per 100 ADS (or part of 100 ADS).

 

Issuance of ADS, including issuance resulting from a distribution of shares or rights or other property.

Cancellation of ADS for the purpose of withdrawal, including in case of termination of the deposit agreement.

US$0.02 (or less) per ADS.

Any cash payment to registered ADS shareholders.

Up to US$0.05 per ADS

Receiving or distributing dividend

A fee equivalent to the fee payable if the securities distributed to shareholders had been shares and those shares had been deposited for the issuance of ADS.

Delivery of securities by the Depositary to registered ADS shareholders.

US$0.02 (or less) per ADS per calendar year.

Depositary services.

Registration or transfer fees.

 

Transfer or registration of shares on the share register to or from the name of the Depositary or its agent when shareholders deposit or withdraw ordinary shares.

Depositary Fees.

 

Telegram, telex and fax transmissions (if provided for in the deposit agreement).

Converting foreign currency to US Dollar.

Taxes and other duties levied by the government, the Depositary or the custodian upon payment of the ADS or other shares underlying the ADS, such as share transfer tax, stamp duty or income tax.

As necessary.

Any costs incurred by the Depositary or its agent for servicing the securities deposited.

As necessary.

 

The Depositary has agreed to reimburse us up to US$400,000 per year until 2015 for certain expenses we incur in relation to the administration and maintenance of the ADS facility, including, but not limited to, direct or indirect investor relations expenses and other ADS program-related expenses. The reimbursement will be evaluated and adjusted if the number of ADSs outstanding falls below a stipulated minimum or if they are delisted from the NYSE. We expect to renegotiate the reimbursement amount for subsequent years after 2015. In 2014, we received USD10,758  in reimbursements from the Depositary.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There are no defaults, dividend arrearages and delinquencies to which this Item applies.

 

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

 

ITEM 15. CONTROLS AND PROCEDURES

 

a.    Disclosure Controls and Procedures

 

Management conducted an evaluation on the effectiveness of the company's disclosure controls and procedures under the supervision and with the participation of management, including the President Director, which is the same level as Chief Executive Officer (“CEO”) and Finance Director, which is the same level as Chief Financial Officer (“CFO”) (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act). Based on this evaluation, the  CEO  and CFO  have concluded that, as of December 31, 2014, the company’s disclosure controls and procedures were effective. Disclosure controls and procedures conducted by management include controls and procedures that  are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

b.    Management’s Report on Internal Control over Financial Reporting

 

The Company's Management is responsible for establishing  and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The  internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO, and executed by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the  Company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated  financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and that receipt and expenditures of the  Company are being made only in accordance with authorizations of the Company’s management and Board of Directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the  Company’s assets that could have a material effect on the Consolidated Financial Statements. 

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate

 

Management ha assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2014. In making this assessment the  management used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 framework). Based on this assessment, management concluded that as of December 31, 2014, our internal control over financial reporting was effective.

 


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c.     Attestation Report of  the Registered Public Accounting Firm

 

The effectiveness of our internal control over financial reporting as of December 31, 2014 has been audited by KAP Purwantono, Suherman & Surja, an independent registered public accounting firm, as stated in their report which is included within the Consolidated Financial Statements

 

d.    Changes in Internal Control over Financial Reporting

 

There have been no significant changes in our Company’s internal control over financial reporting during the most recently completed fiscal year that would materially affect or are reasonably likely to materially affect, our Company’s internal control over financial reporting.

 

We are committed to continual improvements in internal control processes, and will continue to review and monitor the control over financial reporting and its procedures in order to ensure compliance with the requirements of Sarbanes-Oxley Act and related regulations as stipulated by COSO. We  will also continue to assign significant company resources from time to time to improve its internal control over financial reporting.

 

 

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

 

The Board of Commissioners has determined that Agus Yulianto, as an independent member of our Audit Committee, qualifies as an Audit Committee Financial Expert in accordance with the requirements of Item 16A of Form 20-F and as an “independent” member pursuant to the provisions of Rule 10A-3 of the Exchange Act. Mr. Yulianto  has been a member of our Audit Committee since November 2010. Prior to his appointment as a member of our Audit Committee, Agus Yulianto practiced and is currently practicing, as a Public Accountant in Indonesia and provided auditing services and other financial services to numerous private companies and public institutions.

 

ITEM 16B. CODE OF ETHICS

In compliance with the Sarbanes-Oxley Act of 2002 Section 406, our code of ethics applies equally to our Commissioners, our President Director and our Finance Director (positions equivalent to Chief Executive Officer and Chief Financial Officer, respectively), Directors and other key officers as well as all of our employees. You may view our code of ethics on our website at http://www.telkom.co.id/about-telkom/business-ethics. Amendments to or waivers from the code of ethics will be posted on our website as well.

 

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

In line with existing procedures and taking into consideration the independence and qualifications of independent auditors, our Annual General Meeting of Shareholders (“AGMS”) on April  4, 2014 appointed the KAP Purwantono, Suherman & Surja (a member firm of Ernst & Young Global Limited), a registered KAP with OJK, to perform the audit on our Consolidated Financial Statements for the fiscal year ended December 31, 2014 and on the Effectiveness of Internal Control on Financial Reporting as of December 31, 2014. The fee for the audit on the Consolidated Financial Statements for fiscal year 2014 was agreed at Rp34. billion (excluding VAT).

 

KAP Purwantono, Suherman & Surja has been our public accountant firm since 2012.

 

KAP Purwantono, Suherman & Surja is also assigned to perform an audit of funds utilization of the Partnership and Community Development Program (“PKBL”) for fiscal year 2014.

 


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Fees and Services of the External Auditor

The following table summarizes the fees for audit service in 2012 2013 and 2014:  

 

 

For Years Ended December 31,

 

2012 

 

2013 

 

2014 

 

(Rp million)

 

(Rp million)

 

(Rp million)

Audit Fees

26,619 

 

28,601 

 

34,459  

All other fees

326 

 

340 

 

370 

 

Audit Committee Pre-Approval Policies and Procedures

 

We have adopted pre-approval policies and procedures under which all non-audit services provided by our independent registered public accounting firm must be pre-approved by our Audit Committee, as set forth in the Audit Committee Charter. Pursuant to the charter, permissible non-audit services may be performed by our independent registered public accounting firm provided that (i) our Board of Directors must deliver to the Audit Committee (through the Board of Commissioners) a detailed description of the non-audit service that is to be performed by the independent public accounting firm and (ii) the Audit Committee will determine whether the proposed non-audit service will affect the independence of our independent public accounting firm or would give rise to any conflict of interest.

 

Pursuant to Section 10(i)(1)(B) of the Exchange Act and paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X issued there under, Audit Committee Charter waives the pre-approval requirement for permissible non-audit services where: (i) the aggregate amount of the fees for such non-audit services constitutes no more than five percent of the total amount of fees paid by us to our independent registered public accounting firm during the year in which the services are provided or (ii) the proposed services are not regarded as non-audit services at the time the contract to perform the engagement is signed. In addition to these two requirements, the performance of non-audit services must be approved prior to the completion of the audit by a member of the Audit Committee who has been delegated pre-approval authority by the full Audit Committee or by the full Audit Committee itself

 

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

NYSE listing standards require that a US listed company must have an Audit Committee, a nominating/corporate governance committee and a compensation committee. Each of these committees must consist solely of Independent Directors and must have a written charter that addresses certain matters specified in the listing standards.

 

The Indonesian Company Law does not require Indonesian public companies to form any of the committees described in the NYSE listing standards. However, Bapepam-LK Rule No.IX.I.5 and IDX Regulation I-A require the Board of Commissioners of an IDX-listed company (such as our Company) to establish an Audit Committee, which must consist of at least three members, one of whom must be an Independent Commissioner and serve as chair of the Audit Committee, while the other two members must be independent parties of whom at least one such party must have accounting and/or finance expertise.

 

Our Audit Committee has six members: two Independent Commissioners, one Commissioner, and three external independent members who are not affiliated with our Company.

 

The NYSE Listing Standards as required by Rule 10A-3(c)(3) of the Exchange Act require foreign private issuers whose shares are listed on the NYSE to have an Audit Committee comprised of Independent Directors. However, such foreign private issuers may be exempted from the independence requirement if (i) the home country government or stock exchange requires the company to have an Audit Committee; (ii) the Audit Committee is separate from the Board of Directors and includes non-board members as in our case, members from the Board of Commissioners; (iii) the Audit Committee members are not selected by management and no executive officers of the company is a member of the Audit Committee; (iv) the home country government or stock exchange requires the Audit Committee to be independent of the company’s management and (v) the Audit Committee is responsible for appointment, retention and oversight the work of the external auditor. We avail ourselves of this exemption and document this on our Section 303A Annual Written Affirmations submitted to the NYSE. However, unlike the NYSE Listing Standards requirements, according to the current provisions for Audit Committees in Indonesia, our Audit Committee does not have direct responsibility for the appointment, compensation and retention of the external auditor. Our Audit Committee may only recommend the appointment of the external auditor to the Board of Commissioners and the Board of Commissioner’s decision must have the approval of the shareholders.

 

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Not all members of our Audit Committee are Independent Directors as required by Rule 10A-3 of the Exchange Act. We rely on the general exemption pursuant to Rule 10A-3(c)(3) regarding the composition of the Audit Committee. We believe that our reliance on this exemption does not materially and adversely affect the ability of the Audit Committee to act independently. We believe that the intent of the provision in requiring that each member of the Audit Committee be an Independent Director is to ensure that the Audit Committee is independent from influence by management and provides a forum separate from management in which auditors and other interested parties can candidly discuss concerns. The Bapepam-LK Audit Committee Rules require each member of the Audit Committee to be independent. The Bapepam-LK Audit Committee Rules also require that at least two of the members, the external independent members, in effect be independent not only of the management but also of the Board of Commissioners and Board of Directors and our Company as a whole. We therefore believe that the standard established by the Bapepam-LK Audit Committee Rules is at least equally effective in ensuring the ability of the Audit Committee to act independently.

 

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

Share Buy Back Program

Accordance with

Purchase Periode

Total Number of Shares Purchased

Average Price Paid per Share in Rp

Total Number of Shares Purchased as Part of Publicly Announced Plans

Maximum Number of Shares that May Yet Be Purchased Under the Plans

SBB I

EGMS December 21, 2005

December 21, 2005 - June 20, 2007

1,056,452,500 

1,731 

1,056,452,500 

SBB II

AGMS June 29, 2007

June 29, 2007 - December 28, 2008

1,075,000,000 

1,832 

1,075,000,000 

SBB III

AGMS June 20, 2008

June 20, 2008 - December 20, 2009

321,420,000 

1,448 

321,420,000 

SBB IV

AGMS May 19, 2011

May 19, 2011 - November 20, 2012

2,601,779,800 

1,461 

2,601,779,800 

 

As of December 31, 2012, we had repurchased 5,054,652,300 common stock shares, equivalent to 5.0% of our issued and outstanding common stock, at an aggregate repurchase price of Rp8,067 billion, excluding broker and custodian fees. Under our repurchase program, we repurchased 591,882,500 shares in 2006, 631,820,000 shares in 2007, 1,229,170,000 shares in 2008, 1,415,427,300 shares in 2011 and 1,186,352,500 shares in 2012. In last program, SBB IV in 2011 and 2012, we repurchased 2,601,779,800 common stock shares at an aggregate repurchase price Rp3,803 billion.

 

On April 19, 2013 in accordance with the Resolution of the AGMS and regard with clause 4 letter a number (3) Bapepam-LK XI.B.2 we executed the transfer of 299,057,000 shares of Series B from Share Buyback Phase III through Employee Stock Ownership Program.

 

On July 30, 2013, we sold 1,056,452,500 shares which are part of Share Buyback Phase I by private placement. The selling price was Rp2,280 per share, which is not lower than Rp1,731 per share which is the average repurchase price of treasury stock Rp2,258 per share which is the average closing price for the last 90 (ninety) days before the sale, and Rp2,280 per share, which is the closing price on the day before the selling date.

 

On June 13, 2014, we sold 1,075,000,000 shares which are part of Share Buyback Phase II by private placement. The selling price after stock split was Rp2,405 per share, which is not lower than Rp1,832 per share which is the average repurchase price of treasury stock Rp2,330 per share which is the average closing price for the last 90 (ninety) days before the sale, and Rp2,405 per share, which is the closing price on the day before the selling date.

 

As of December 31, 2014, our treasury stock balance is 2,624,142,800 common stock shares, equivalent to 2.6% of our issued and outstanding common stock which comprise of Share Buyback Phase III and IV with average repurchase price after stock split were Rp1,454, excluding broker and custodian fees. See Note 23 to our Consolidated Financial Statement.

 

The above amount and price per share of treasury stock are presented with the stock split ratio 1:5, which effective on September 2, 2013.

 

See Note 23 to our Consolidated Financial Statement.

 

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ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

The following is a summary of significant differences between the corporate governance practices followed by Indonesian companies and those required by NYSE listing standards for domestic US issuers.

 

a.       Overview of Indonesian Law

Indonesian public companies are required to observe and comply with certain Good Corporate Governance practices. The requirements and the standards for good corporate governance practices for public companies are embodied in the following regulations: Law No.40/2007 on Limited Liability Companies (“Indonesian Company Law”); Law No.8/1995 on Capital Markets (“Capital Markets Law”); Law No.19/2003 on State-Owned Enterprises; Regulation of the Minister of State-Owned Enterprises No.PER-09/MBU/2012 on Amendment of Regulation of the Minister of State-Owned Enterprises No.PER-01/MBU/2011 on the Implementation of Good Corporate Governance to State-Owned Enterprises; the regulations of OJK (“OJK Regulations”) and the rules issued by the IDX. In addition to the above, the articles of association of public companies incorporate provisions directing the implementation of good corporate governance practices.

 

Similar to the laws of the US, Indonesian laws require public companies to observe and comply with corporate governance standards that are more stringent than those applied to privately-owned companies. In Indonesia, the term “public company” does not necessarily refer to a company whose shares are listed on a securities exchange. Under the Capital Markets Law, a non-listed company may be deemed a public company, and subjected to the laws and regulations governing public companies, if such company meets or exceeds the capital and shareholder requirements applicable to a publicly-listed company.

 

On November 30, 2004, the National Committee on Governance (“NCG”) was established pursuant to the Decree of the Coordinating Minister for Economic Affairs No.KEP.49/M.EKONOM/1/2004 (“KEP.49”), which was formed to revitalize the former National Committee on Good Corporate Governance established in 1999. The NCG aimed at enhancing comprehension and implementation of good governance in Indonesia and advises the Government on governance issues, both in public and corporate sectors. Furthermore, based on Decree of the Coordinating Minister for Economic Affairs No.KEP-14/M.EKON/03/2008, dated March 18, 2008 (“KEP.14”), KEP.49 was revoked. Therefore, any working results which have been made by the Committee, which was established based on KEP.49, will be delivered and continued by the Committee under KEP.14

 

The NCG formulated the Code for Good Corporate Governance 2006 (“Code”) which recommended setting more stringent corporate governance standards for Indonesian companies, such as the appointment of Independent Commissioners and nomination and remuneration committees by the Board of Commissioners, as well as increasing the scope of disclosure obligations for Indonesian companies. Although the NCG recommended that the Code be adopted by the Government as a basis for legal reform, as of the date of this Annual Report, the Government has not enacted regulations that fully implement the provisions of the Code.

 

b.       Composition of Independent Board of Directors and Board of Commissioners

The NYSE listing standards provide that the Board of Directors of a US listed company must consist of a majority of Independent Directors and that certain committees must consist solely of Independent Directors. A Director qualifies as independent only if the board affirmatively determines that the Director has no material relationship with the company, either directly or indirectly.

 

Unlike companies incorporated in the US, the management of an Indonesian company consists of two organs of equal stature, the Board of Directors and the Board of Commissioners. Generally, the Board of Directors is responsible for the day-to-day business activities of the company and is authorized to act for and on behalf of the company, while the Board of Commissioners has the authority and responsibility to supervise the Board of Directors and is statutorily mandated to provide advice to the Board of Directors by Indonesian Company Law.

 

With regard to the Board of Commissioners, the Indonesia Company Law requires a public company Board of Commissioners to have at least two members. Although the Indonesian Company Law is silent as to the composition of the Board of Commissioners Listing Regulation No.IA in KEP.00001/BEI/01-2014 issued by the IDX (“IDX Regulation I-A”) states that at least 30% of the members of the Board of Commissioners of a public company (such as our Company) must be independent.

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The Indonesian Company Law states that the Board of Directors has the authority to manage the daily operation of the company and must have at least two members, each of whom must meet the minimum qualification requirements set forth in the Indonesian Company Law. In addition, based on IDX Regulation I-A, the Board of Directors of the listed company must consist of at least one unaffiliated director.

Given the difference between the role of the members of the Board of Directors in an Indonesian company and that of their counterparts in a US company, Indonesian law does not require that certain members of the Board of Directors must be independent and neither does it require the creation of certain committees composed entirely of Independent Directors.

 

c.        Committees 

See Item 16D “Exemptions from the Listing Standards for Audit Committees”.

 

d.       Disclosure Regarding Corporate Governance

The NYSE listing standards require US companies to adopt, and post on their websites, a set of corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession, and an annual performance evaluation itself. In addition, the CEO of a US company must certify to the NYSE annually that he or she is not aware of any violations by the company of the NYSE’s corporate governance listing standards. The certification must be disclosed in our Annual Report to shareholders. Indonesian law does not have disclosure requirements similar to NYSE listing standards. However, the Capital Markets Law generally requires Indonesian public companies to disclose certain types of information to shareholders and to OJK, particularly information relating to changes in the public company’s shareholdings and material facts that may affect the decision of shareholders to maintain their share ownership in such public company.

 

e.        Code of Business Conduct and Ethics

NYSE listing standards require each US listed company to adopt, and post on its web site, a code of business conduct and ethics for its Directors, officers and employees. There is no similar requirement under Indonesian law. However, companies that are required to file or furnish reports to the SEC must disclose in their Annual Reports whether they have adopted a code of ethics for their senior financial officers. Although the requirements as to the contents of the code of ethics under SEC rules are not identical to those set forth in the NYSE listing standards, there are significant similarities in which under SEC rules, the code of ethics must be designed to promote: (a) honest and ethical conduct, including the handling of conflicts of interest between personal and professional relationships; (b) full, fair, accurate and timely disclosure in reports and documents filed with or submitted to the SEC; (c) compliance with applicable laws and regulations; (d) prompt internal reporting of violations of the code and (e) accountability for adherence to the code. Furthermore, shareholders must be given access to physical or electronic copies of the code.

 

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

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PART III

ITEM 17. FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of this Item.

 

ITEM 18. FINANCIAL STATEMENTS

See pages F-1 through F-123.

 

ITEM 19. EXHIBITS

The following exhibits are filed as part of this Form 20-F:

 

 

12.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 and 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange act of 1934 and 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

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Exhibit 12.1

CERTIFICATION PURSUANT TO

15 U.S.C. SECTION 7241,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 200

 

I, Alex J. Sinaga, President Director (Chief Executive Officer) of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk. (the “Company”), certify that:

 

1.       I have reviewed this Annual Report on Form 20-F of the Company;

 

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

 

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report;

 

4.       The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)     Designed such disclosure controls and procedures, or caused such disclosure control and procedure to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)     Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.       The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Jakarta, April 1, 2015

 

By:

/s/ Alex J. Sinaga

 

Alex J. Sinaga

President Director / Chief Executive Officer

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Exhibit 12.2

CERTIFICATION PURSUANT TO

15 U.S.C. SECTION 7241,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 200

 

I, Heri Sunaryadi, Director of Finance (Chief Financial Officer) of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk. (the “Company”), certify that:

 

1.       I have reviewed this Annual Report on Form 20-F of the Company;

 

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4.       The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)     Designed such disclosure controls and procedures, or caused such disclosure control and procedure to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)     Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.       The Company other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Jakarta, April 1, 2015

 

By:

/s/ Heri Sunaryadi

 

Heri Sunaryadi

Director of Finance / Chief Financial Officer

 

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Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 200

 

In connection with the Annual Report of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk. (the “Company”) on Form 20-F for the year ending December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alex J. Sinaga, President Director, (Chief Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed with the Securities and Exchange Commission by the Company as part of the Report or as a separate disclosure document.

 

Jakarta, April 1, 201

 

 

By:

/s/ Alex J. Sinaga

 

Alex J. Sinaga

President Director / Chief Executive Officer

       

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Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 200

 

In connection with the Annual Report of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk. (the “Company”) on Form 20-F for the year ending December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Heri Sunaryadi, Director of Finance (Chief Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed with the Securities and Exchange Commission by the Company as part of the Report or as a separate disclosure document.

 

Jakarta, April 1, 201

 

 

By:

/s/ Heri Sunaryadi

 

Heri Sunaryadi

Director of Finance / Chief Financial Officer

       

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act 1934, as amended, the Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Form 20-F on its behalf.

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA TBK

Jakarta, April 1, 2015

 

 

By:                                         /s/ Alex J. Sinaga

 

 

Alex J. Sinaga

                                                President Director / Chief Executive Officer

 

 

-115- 


 
 

 

 

 

 

 

 

 

Perusahaan Perseroan (Persero)

P Telekomunikasi Indonesia Tbk and subsidiaries

 

Consolidated financial statements with report of

independent registered public accounting firm as of

December 31, 2013 (Restated) and  2014 and for the

years ended December 31, 2012, 2013 and 2014

 

 

 

 

 

 


 
 

 

 

logotelkomtelestra_01 

Table of Content

 

Statement of the Board of Directors

regarding the Board of Director’s Responsibility for

 

Consolidated financial statements

as of December 31, 2014 and for the year then ended

Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk and its subsidiaries 

 

On behalf of the Board of Directors, we undersigned:

 

1.

Name

Business address

Address as indicated in ID

 

Phone

Position

: Alex J Sinaga

: Jl. Japati No. 1 Bandung 40133

: Jl. Anggrek Nelimurni B-70 No.38 Kelurahan Kemanggisan

Kecamatan Palmerah, Jakarta Barat

: (022 4527101

: President Director

 

2.

Name

Business address

Address as indicated in ID

 

 

Phone

Position

: Heri Sunaryadi

: Jl. Japati No. 1 Bandung 40133

: Jl. Graha Taman Blok HC8 No.5 Bintaro Jaya Sektor 9

Kelurahan Pondok Pucung Kecamatan Pondok Aren, Tangerang  

Selatan

: (022) 4527201/ (021) 5209824 

: Director of Finance

 

We hereby state as follows:

 

1.

We are responsible for the preparation and presentation of the consolidated financial statement of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk (the “Company”) and its subsidiaries;

2.

The Company and its subsidiaries’ consolidated financial statement have been prepared and presented in accordance with International Financial Reporting Standards; 

3.

All information has been fully and correctly disclosed in the Company and its subsidiaries’ consolidated financial statement;

4.

The Company and its subsidiaries’ consolidated financial statement do not contain false material information or facts, nor do they omit any material information or facts;

5.

We are responsible for the Company and its subsidiaries’ internal control system.

 

 

This statement is considered to be true and correct.

 

Jakarta, April 1, 201

 

 

/s/ Alex Janangkih Sinaga

Alex J Sinaga

President Director

/s/ Heri Sunaryadi  

Heri Sunaryadi

Director of Finance

 


 
 

 

Table of Content

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS WITH REPORT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AS OF DECEMBER 31, 2013 (RESTATED) AND 2014 AND FOR THE

YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

 

 

 

 

Table of Contents

 

 

 

 

 


 
 

 

http:::www.sec.gov:Archives:edgar:data:1001807:000100180714000010:ey.jpg

Table of Content

Report of Independent Registered Public Accounting Firm

 

Report No. RPC-7120/PSS/2015

 

The Shareholders and the Boards of Commissioners and Directors of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk

 

We have audited the accompanying consolidated statements of financial position of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk (the “Company”) and subsidiaries as of  December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk and subsidiaries as of December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk's internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 1, 2015 expressed an unqualified opinion thereon.

 

 

 

 

/s/ Purwantono, Suherman & Surja

Purwantono, Suherman & Surja

Jakarta, Indonesia

 

 

April 1, 2015

 

 

Purwantono, Suherman & Surja

Registered Public Accountants KMK No. 381/KM.1/2010

A member firm of Ernst & Young Global Limited


 
 

 

http:::www.sec.gov:Archives:edgar:data:1001807:000100180714000010:ey.jpg

Table of Content

Report of Independent Registered Public Accounting Firm

 

Report No. RPC-7121/PSS/2015

 

 

The Shareholders and the Boards of Commissioners and Directors of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk

 

We have audited Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk (the “Company”) and subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The Company and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

Purwantono, Suherman & Surja

Registered Public Accountants KMK No. 381/KM.1/2010

A member firm of Ernst & Young Global Limited

 


 
 

 

ey_logo_detail

 

Table of Content

Report of Independent Registered Public Accounting Firm (continued)

 

Report No. RPC-7121/PSS/2015 (continued)

 

In our opinion, Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2014 and our report dated April 1, 2015 expressed an unqualified opinion thereon.

 

 

 

 

 

/s/ Purwantono, Suherman & Surja

Purwantono, Suherman & Surja

Jakarta, Indonesia

 

 

April 1, 2015

 

 

 

Purwantono, Suherman & Surja

Registered Public Accountants KMK No. 381/KM.1/2010

A member firm of Ernst & Young Global Limited


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2013 (Restated) and 2014 

(Figures in tables are presented in billions of rupiah and millions of U.S. dollar)

 

Table of Content

 

 

 

201  

(Restated)

 

2014

 

 

Notes

 

Rp

 

Rp

 

US$ (Note 4)

 

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

Cash and cash equivalents

2c,2e,2t,5,35,40 

 

14,696

 

17,672

 

1,427

 

Other current financial assets

2c,2e,2t,6,35,40

 

6,872

 

2,797

 

226

 

Trade and other receivables

2c,2g,2t,7,35,40

 

7,018

 

7,380

 

596

 

Inventories

2h,8

 

509

 

474

 

38

 

Advances and prepaid expenses

2c,2i,2m,9,35

 

3,937

 

4,733

 

382

 

Prepaid income taxes

2s,32

 

58

 

28

 

2

 

Prepaid other taxes

2s,32

 

477

 

1,153

 

93

 

Assets held for sale

2j,10

 

105

 

57

 

5

 

Total Current Assets

 

 

33,672

 

34,294

 

2,769

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

 

Long-term investments

2f,11

 

304

 

1,767

 

143

 

Property and equipment

2c,2l,2m,2z,12,35,38

 

86,599

 

94,602

 

7,638

 

Prepaid pension benefit cost

2r,33

 

949

 

1,170

 

94

 

Intangible assets

2d,2k,2z,14

 

1,508

 

2,463

 

199

 

Deferred tax assets

2c, 2g, 2i, 2m,

2s,32

 

67

 

95

 

8

 

Advances and other non-current assets

2t,13,35,40

 

5,294

 

7,224

 

583

 

Total Non-current Assets

 

 

94,721

 

107,321

 

8,665

 

TOTAL ASSETS

 

 

128,393

 

141,615

 

11,434

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Trade and other payables

2c,2n,2t,15,35,40

 

12,585

 

12,476

 

1,007

 

Current income tax liabilities

2s,32

 

942

 

1,501

 

121

 

Other tax liabilities

2s,32

 

756

 

875

 

71

 

Accrued expenses

2c,2t,16,35,40

 

5,264

 

5,211

 

421

 

Unearned income

2q,17

 

3,490

 

3,963

 

320

 

Advances from customers and suppliers

2c,35

 

472

 

583

 

47

 

Short-term loans and current maturities of long-term borrowings

2c,2m,2o,2t,18,35,40

 

5,525

 

7,709

 

622

 

Total Current Liabilities

 

 

29,034

 

32,318

 

2,609

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Deferred tax liabilities

2s,32

 

2,908

 

2,703

 

218

 

Other liabilities

2n,2q,2t,40

 

472

 

394

 

32

 

Long service award provisions

2r,34

 

336

 

410

 

33

 

Pension benefit and other post-employment benefit obligations

2r,33

 

4,258

 

4,115

 

332

 

Long-term loans and other borrowings

2c,2m,2o,2t,19,35,40

 

14,731

 

15,743

 

1,272

 

Total Non-current Liabilities

 

 

22,705

 

23,365

 

1,887

 

TOTAL LIABILITIES

 

 

51,739

 

55,683

 

4,496

 

EQUITY

 

 

 

 

 

 

 

 

Capital stock

1c,21

 

5,040

 

5,040

 

407

 

Additional paid-in capital

2u,22

 

1,845

 

2,421

 

196

 

Treasury stock

2u,23

 

(5,805

)

(3,836)

 

(310

)

Retained earnings

 

 

58,475

 

63,798

 

5,151

 

Other reserves

2f,2t,24

 

198

 

223

 

18

 

Net Equity Attributable to Owners of the Parent Company

 

 

59,753

 

67,646

 

5,462

 

Non-controlling Interests

2b,20

 

16,901

 

18,286

 

1,476

 

TOTAL EQUITY

 

 

76,654

 

85,932

 

6,938

 

TOTAL LIABILITIES AND EQUITY

 

 

128,393

 

141,615

 

11,434

 

 

The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.

 

F-1


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2012, 2013 and 2014

(Figures in tables are presented in billions of rupiah and millions of

U.S. dollar, unless otherwise stated)

 

Table of Content

 

 

 

 

2012

 

2013

 

2014

 

 

Notes

 

Rp

 

Rp

 

Rp

 

US$ (Note 4)

 

REVENUES

2c,2q,26,3

 

77,127

 

82,967

 

89,696

 

7,242

 

Operations, maintenance and telecommunication service expenses

2c,2q,29,35

 

(16,796

)

(19,332

)

(22,288

)

(1,800

)

Depreciation and amortization

2k,2l,2m,2z,12,13,14

 

(14,474

)

(15,805

)

(17,178

)

(1,387

)

Personnel expenses

2c,2q,2r,28,35

 

(9,960

)

(9,829

)

(9,776

)

(789

)

Interconnection expenses

2c,2q,31,35

 

(4,667

)

(4,927

)

(4,893

)

(395

)

General and administrative expenses

2c,2q,30,35

 

(3,036

)

(4,155

)

(3,963

)

(320

)

Marketing expenses

2q

 

(3,094

)

(3,044

)

(3,092

)

(250

)

Loss on foreign exchange - net

2p

 

(189)

 

(249

)

(14

)

(1

)

Other income

2b,2l,2q,3,11,12

 

2,559

 

2,581

 

1,076

 

87

 

Other expenses

2q,12

 

(1,973

)

(480

)

(396

)

(32

)

OPERATING PROFIT

 

 

25,497

 

27,727

 

29,172

 

2,355

 

Finance income

2c,2q,35

 

596

 

836

 

1,238

 

100

 

Finance costs

2c,2o,2q,35

 

(2,055

)

(1,504

)

(1,814

)

(146

)

Share of loss of associated companies

2f,11

 

(11

)

(29

)

(17

)

(1

)

PROFIT BEFORE INCOME TAX

 

 

24,027

 

27,030

 

28,579

 

2,308

 

INCOME TAX (EXPENSE) BENEFIT

2s,3

 

 

 

 

 

 

 

 

 

Current

 

 

(6,628

)

(6,995

)

(7,616

)

(615

)

Deferred

 

 

742

 

95

 

27

 

22

 

Net Income Tax Expense

 

 

(5,886

)

(6,900

)

(7,341)

 

(593

)

PROFIT FOR THE YEAR

 

 

18,141

 

20,130

 

21,238

 

1,715

 

OTHER COMPREHENSIVE INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income to be reclassified to profit or loss in subsequent periods:

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

2f,24

 

31

 

120

 

24

 

2

 

Net (loss) gain on available-for-sale financial assets

2t,24

 

(5

)

(4

)

1

 

0

 

Other comprehensive income not to be reclassified to profit or loss in subsequent periods:

 

 

 

 

 

 

 

 

 

 

Defined benefit plan actuarial gain (losses) net of tax

2r,33

 

(2,566

)

4,999

 

785

 

63

 

Other Comprehensive Income (Expenses) - Net

 

 

(2,540

)

5,115

 

810

 

65

 

NET COMPREHENSIVE INCOME FOR THE YEAR

 

 

15,601

 

25,24

 

22,048 

 

1,780

 

Profit for the year attributable to:

 

 

 

 

 

 

 

 

 

 

Owners of the parent company

 

 

12,621

 

14,046

 

14,437

 

1,166

 

Non-controlling interests

 

 

5,520

 

6,084

 

6,801

 

549

 

 

 

 

18,141

 

20,130

 

21,238

 

1,715

 

Net comprehensive income for the year attributable to:

 

 

 

 

 

 

 

 

 

 

Owners of the parent company

 

 

10,056

 

19,018

 

15,291

 

1,235

 

Non-controlling interests

2b,20

 

5,545

 

6,227

 

6,757

 

545

 

 

 

 

15,601

 

25,245

 

22,048

 

1,780

 

BASIC AND DILUTED EARNINGS PER SHARE (in full amount)

2w,2

 

 

 

 

 

 

 

 

 

Profit per share

 

 

131.45

 

145.77

 

147.7

 

0.01

 

Profit per ADS (200 Series B shares per ADS)

 

 

26,290.80

 

29,153.58

 

29,556.53 

 

2.39

 

 

 

The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.

 

F-2


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2012, 2013 and 2014

(Figures in tables are presented in billions of rupiah)

 

Table of Content

 

 

 

 

 

Attributable to owners of the parent company 

 

 

 

 

 

 

 

 

 

Capital

 

Additional

 

Treasury

 

Retained

 

Other

 

 

 

Non-controlling

 

Total

 

Description

 

Notes

 

stock

 

paid-in capital

 

stock

 

earnings

 

reserves

 

Net

 

interests

 

equity

 

Balance, January 1, 201

 

 

 

5,040

 

1,073

 

(6,323

)

44,998 

 

56

 

44,844

 

13,315

 

58,159

 

Net comprehensive income for the year

 

2b

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

-

 

-

 

-

 

12,621

 

-

 

12,621

 

5,520

 

18,141

 

Other comprehensive (expenses) income 

 

2f,2r,2t

 

-

 

-

 

-

 

(2,591

)

26

 

(2,565

)

25

 

(2,540

)

Net comprehensive income for the year

 

 

 

-

 

-

 

-

 

10,030

 

26

 

10,056

 

5,545

 

15,601

 

Transactions with owners recorded directly in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends

 

2v,21 

 

-

 

-

 

-

 

(7,127

)

-

 

(7,127

)

(3,607

)

(10,734

)

Treasury stock acquired - at cost

 

2u,23 

 

-

 

-

 

(1,744

)

-

 

-

 

(1,744

)

-

 

(1,744

)

Total distributions to owners and acquisition of treasury stock

 

 

 

-

 

-

 

(1,744

)

(7,127

)

-

 

(8,871

)

(3,607

)

(12,478

)

Establishment of a subsidiary

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

32

 

32

 

Acquisition of non-controlling interest in subsidiaries

 

 

 

-

 

-

 

-

 

(23

)

-

 

(23

)

(10

)

(33

)

Issuance of new shares of a subsidiary

 

 

 

-

 

-

 

-

 

49

 

-

 

49

 

39

 

88

 

Net change in ownership interest in subsidiaries

 

 

 

-

 

-

 

-

 

26

 

-

 

26

 

61

 

87

 

Net transactions with owners

 

 

 

-

 

-

 

(1,744

)

(7,101

)

-

 

(8,845

)

(3,546

)

(12,391

)

Balance, December 31, 2012

 

 

 

5,040

 

1,073

 

(8,067

)

47,927

 

82

 

46,055

 

15,314

 

61,369

 

 

 

 

The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.

 

F-3

 


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued)

For the Years Ended December 31, 2012, 2013 and 2014

(Figures in tables are presented in billions of rupiah)

 

Table of Content

 

 

 

 

 

Attributable to owners of the parent company 

 

 

 

 

 

 

 

 

 

Capital

 

Additional

 

Treasury

 

Retained

 

Other

 

 

 

Non-controlling 

 

Total

 

Description

 

Notes

 

stock

 

paid-in capital

 

stock

 

earnings

 

reserves

 

Net

 

interests

 

equity

 

Balance, January 1, 2013

 

 

 

5,040

 

1,073

 

(8,067

)

47,927

 

82

 

46,055

 

15,314

 

61,369

 

Net comprehensive income for the year

 

2b

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

-

 

-

 

-

 

14,046

 

-

 

14,046

 

6,084

 

20,130

 

Other comprehensive income

 

2f,2r,2t

 

-

 

-

 

-

 

4,856

 

11

 

4,972 

 

143

 

5,11

 

Net comprehensive income for the year

 

 

 

-

 

-

 

-

 

18,902

 

11

 

19,018

 

6,227

 

25,245

 

Transactions with owners recorded directly in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends

 

2v,21 

 

-

 

-

 

-

 

(8,354

)

-

 

(8,354

)

(4,690

)

(13,044

)

Sale of treasury stock and transfer to employees stock ownership program

 

2u,22,23 

 

-

 

772

 

2,262

 

-

 

-

 

3,034

 

-

 

3,034

 

Acquisition of a business

 

1d

 

-

 

-

 

-

 

-

 

-

 

-

 

5

 

5

 

Issuance of new shares of subsidiaries 

 

1d

 

-

 

-

 

-

 

-

 

-

 

-

 

45

 

45

 

Net transactions with owners

 

 

 

-

 

772

 

2,262

 

(8,354

)

-

 

(5,320

)

(4,640

)

(9,960)

 

Balance, December 31, 2013

 

 

 

5,040

 

1,845

 

(5,805

)

58,475

 

198

 

59,753

 

16,901

 

76,654

 

 

 

 

The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.

 

F-4

 


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued)

For the Years Ended December 31, 2012, 2013 and 2014 

(Figures in tables are presented in billions of rupiah)

 

Table of Content

 

 

 

 

 

Attributable to owners of the parent company 

 

Non-controlling

 

Total

 

Capital

 

Additional

 

Treasury

 

Retained

 

Other

 

 

Description

 

Notes

 

stock

 

paid-in capital

 

stock

 

earning

 

reserves

 

Net

 

interests

 

equity

 

Balance, January 1, 2014

 

 

 

5,040

 

1,845 

 

(5,805 

)

58,475 

 

198

 

59,753

 

16,901 

 

76,654

 

Net comprehensive income for the year

 

2b

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

-

 

-

 

-

 

14,437

 

-

 

14,437

 

6,801

 

21,238

 

Other comprehensive income(expenses) 

 

2f,2r,2t

 

-

 

-

 

-

 

829

 

25

 

854

 

(44

)

810

 

Net comprehensive income for the year

 

 

 

-

 

-

 

-

 

15,266

 

25

 

15,291

 

6,757

 

22,048

 

Transactions with owners recorded directly in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends

 

2v,21 

 

-

 

-

 

-

 

(9,943

)

-

 

(9,943

)

(5,485

)

(15,428

)

Sale of treasury stock

 

2u,22,23 

 

-

 

576

 

1,969

 

-

 

-

 

2,545

 

-

 

2,545

 

Issuance of new shares of subsidiaries

 

1d

 

-

 

-

 

-

 

-

 

-

 

-

 

74

 

74

 

Acquisition of business

 

3a

 

-

 

-

 

-

 

-

 

-

 

-

 

39

 

3

 

Net transactions with owners

 

 

 

-

 

576

 

1,969

 

(9,943

)

-

 

(7,398

)

(5,372

)

(12,770

)

Balance, December 31, 2014

 

 

 

5,040

 

2,421

 

(3,836

)

63,798

 

223

 

67,646

 

18,286

 

85,932

 

 

 

 

The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.

 

F-5

 


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2012, 2013 and 2014

(Figures in tables are presented in billions of rupiah and

millions of U.S. dollar)

 

Table of Content

 

 

Notes

 

2012

 

201

 

2014

 

 

 

 

Rp

 

Rp

 

Rp

 

US$ (Note 4

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Cash receipts of revenues from:

 

 

 

 

 

 

 

 

 

 

Customers

 

 

71,910

 

77,013

 

84,748

 

6,843

 

Other operators

 

 

3,993

 

4,521

 

4,379

 

354

 

Total cash receipts of revenues

 

 

75,903

 

81,534

 

89,127

 

7,197

 

Interest income received

 

 

585

 

832

 

1,236

 

100

 

Cash payments for expenses

 

 

(33,651

)

(27,440

)

(33,124

)

(2,675

)

Cash payments to employees

 

 

(8,162

)

(9,883

)

(9,594

)

(775

)

Payments for corporate and final income taxes

 

 

(5,586

)

(7,395

)

(7,436

)

(600

)

Payments for interest costs

 

 

(1,111

)

(1,476

)

(1,911

)

(154

)

Payments for value added taxes - net

 

 

-

 

-

 

(514

)

(42

)

Advance received from (refund to) customers

 

 

(37

)

186

 

-

 

-

 

Other cash receipts (payments)  - net

 

 

-

 

216

 

(48

)

(4

)0))))

Net cash provided by operating activities

 

 

27,941

 

36,574

 

37,736

 

3,047

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

(Placements in proceeds from time deposits

6

 

(4,008

)

(2,288

)

6,178

 

499

 

Proceeds from sale of property and equipment

12

 

360

 

466

 

501

 

40

 

Proceeds from insurance claims

12

 

1,875

 

60

 

212

 

17

 

Proceeds from sale of available-for-sale financial assets

 

 

53

 

49

 

15

 

1

 

Divestment of long-term investment

11

 

-

 

153

 

6

 

0

 

Acquisitions of property and equipment

12

 

(8,221

)

(19,644

)

(24,798

)

(2,002

)

Placements in escrow account 

6

 

-

 

-

 

(2,121

)

(171

)

Increase in advances for purchases of property and equipment

 

 

(487

)

(775

)

(1,808

)

(146

)

Acquisition of long-term investments

11

 

(49

)

(20

)

(1,487

)

(120

))

)

Acquisition of intangible assets

14

 

(437

)

(637

)

(1,328

)

(107

)

)

Acquisition of business, net of acquired cash

3a

 

(230

)

(201

)

(110

)

(9

)

)

Increase in advances and other assets

 

 

(134

)

(791

)

(8

)

(1

)

)

Divestment of investment in subsidiary

3b

 

-

 

926

 

-

 

-

 

Acquisition of non-controlling interests in subsidiaries

 

 

(33

)

-

 

-

 

-

 

Net cash used in investing activities

 

 

(11,311

)

(22,702

)

(24,748

)

(1,999

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Proceeds from loans and other borrowings

18,19

 

4,887

 

3,538

 

10,454

 

844

 

(Payments for acquisition) proceeds from sale of treasury stock

23

 

(1,744

)

2,368

 

2,541

 

205

 

Capital contribution of non-controlling interests in subsidiaries

 

 

120

 

50

 

74

 

6

 

Cash dividends paid to the Company’s stockholders

21

 

(7,127

)

(8,354

)

(9,943

)

(803

)

Repayments of loans and other borrowings

18,19

 

(5,843

)

(6,239

)

(7,724

)

(623

)

Cash dividends paid to non-controlling interests of subsidiaries

 

 

(3,607

)

(4,690

)

(5,485

)

(443

)

Net cash used in financing activities

 

 

(13,314

)

(13,327

)

(10,083

)

(814

)

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

3,316

 

545

 

2,905

 

234

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

 

168

 

1,039 

 

71

 

6

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

5

 

9,634

 

13,118

 

14,696

 

1,187

 

ENDING BALANCE OF DISPOSED SUBSIDIARY

 

 

-

 

(6

)

-

 

-

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

5

 

13,118

 

14,696

 

17,672

 

1,427

 

 

 

The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.

 

F-6


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL

 

a.   Establishment and general information

       

Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk (the “Company”) was originally part of “Post en Telegraafdienst”, which was established and operated commercially in 1884 under the framework of Decree No. 7 dated March 27, 1884 of the Governor General of the Dutch Indies. Decree No. 7 was published in State Gazette No. 52 dated April 3, 1884.

 

In 1991, the status of the Company was changed into a state-owned limited liability corporation (“Persero”) based on Government Regulation No. 25/1991. The ultimate parent of the Company is the Government of the Republic of Indonesia (the “Government”).

 

The Company was established based on notarial deed No. 128 dated September 24, 1991 of Imas Fatimah, S.H. Its deed of establishment was approved by the Ministry of Justice of the Republic of Indonesia in its Decision Letter No. C2-6870.HT.01.01.Th.1991 dated November 19, 1991 and was published in State Gazette No. 5 dated January 17, 1992, Supplement No. 210. The Articles of Association has been amended several times, the latest amendment of which was about, among others, the change of capital structure through the Company’s 5-for-1 stock split whereby each share with par value of Rp250 would be split into Rp50 per share, and the Partnership and Community Development Programme (“PKBL”) was excluded  from the Work Plan and Company Budgets, based on notarial deed No. 11 dated May8, 2013 of Ashoya Ratam, S.H., MKn. The latest amendment was accepted and approved by the Ministry of Law and Human Rights of the Republic of Indonesia (“MoLHR”) in its Letter No. AHU-AH.01.10-22500 dated June 7, 2013 and was published in State Gazette No. 26 dated April 1, 2014, Supplement No. 2990/L

 

In accordance with Article 3 of the Company’s Articles of Association, the scope of its activitiesare  to provide telecommunication network and services and informatics, and to optimize the Company’s resources in accordance with prevailing regulations. To achieve this objective, the Company is involved in the following activities:

 

3.     Main business:

c.     Planning, building, providing, developing, operating, marketing or selling, leasing and maintaining telecommunications and information networks in a broad sense in accordance with prevailing regulations.

d.    Planning, developing, providing, marketing or selling and improving telecommunications and information services in a broad sense in accordance with prevailing regulations.

 

4.     Supporting business:

c.     Providing payment transactions and money transferring services through telecommunications and information networks.

d.    Performing activities and other undertakings in connection with the optimization of the Company's resources, which, among others, include the utilization of the Company's property and equipment and moving  assets, information systems, education and training, and repairs and maintenance facilities.

 

The Company’s head office is located at Jalan Japati No. 1, Bandung, West Java.

 

The Company was granted several networks and/or telecommunications licenses by the Government which are valid for an unlimited period of time as long as the Company complies with telecommunications prevailing lawsand telecommunication regulations and fulfills the obligations stated in those licenses. For every license, evaluation is performed annually and an overall evaluation is performed every five years. The Company is obliged to submit reports of networks and/or services annually to the Indonesian Directorate General of Post and Informatics (“DGPI”), which replaced the previous Indonesian Directorate General of Post and Telecommunications (“DGPT”).

 

F-7


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL (continued)

 

a.   Establishment and general information (continued)

 

The reports comprise information such as network development progress, service quality standard achievement, total customers, license payment and universal service contribution, while for internet telephone services for public purpose (“ITKP”), internet interconnection service, and internet access service, there are  additional pieces of information required such as operational performance, customer segmentation, traffic, and gross revenue.

 

Details of these licenses are as follows:

License

 

License No.

 

Type of services

 

Grant date/latest renewal date

 

License to operate local fixed line and basic telephone services network

 

381/KEP/M.KOMINFO/10/2010

 

Local fixed line and basic telephone services network

 

October 28, 2010

 

License to operate fixed domestic long distance and basic telephone services network

 

382/KEP/M.KOMINFO/10/2010

 

Fixed domestic long distance and basic telephone services network

 

October 28, 2010

 

License to operate fixed international and basic telephone services network

 

383/KEP/M.KOMINFO/10/2010

 

Fixed international and basic telephone services network

 

October 28, 2010

 

License to operate fixed closed network

 

398/KEP/M.KOMINFO/11/2010

 

Fixed closed network

 

November 12, 2010

 

License to operate internet telephone services for public purpose

 

384/KEP/DJPT/M.KOMINFO/11/2010

 

ITKP 

 

November 29, 2010

 

License to operate as internet service provider

 

83/KEP/DJPPI/KOMINFO/4/2011

 

Internet service provider

 

April 7, 2011

 

License to operate data communication system services

 

169/KEP/DJPPI/KOMINFO/6/2011

 

Data communication system services

 

June 6, 2011

 

License to operate packet switched based local fixed line network

 

331/KEP/M.KOMINFO/07/2011

 

Packet switched based local fixed line network

 

July 27, 2011

 

License to operate network access point

 

331/KEP/M.KOMINFO/09/2013

 

Internet connection services

 

September 24, 2013

 

 

F-8


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL (continued)

 

b.   Company’s Board of Commissioners, Board of Directors, Audit Committee, Corporate Secretary

 

1.   Boards of Commissioners and Directors

 

Based on resolutions made at the Extraordinary General Meeting (“EGM”) of Stockholder of the Company as covered by notarial deed No. 35 dated December 19, 2014of Ashoya Ratam, S.H., MKn., and Annual General Meeting (“AGM”) of Stockholders of the Company as covered by notarial deedNo. 11 dated May 8, 2013 of Ashoya Ratam, S.H., MKn., the composition of the Company’s Boards of Commissioners and Directors as of December 31, 2014 and 2013, respectively, was as follows:

 

 

2013

 

2014

 

President Commissioner

Jusman Syafii Djamal

 

Hendri Saparini

 

Commissioner

Parikesit Suprapto

 

Dolfie Othniel Fredric Palit

 

Commissioner

Hadiyanto

 

Hadiyanto

 

Commissioner

Gatot Trihargo

 

Imam Apriyanto Putro

 

Independent Commissioner

Virano Gazi Nasution

 

Virano Gazi Nasution

 

Independent Commissioner

-

 

Parikesit Suprapto

 

Independent Commissioner

Johnny Swandi Sjam

 

Johnny Swandi Sjam

 

President Director

Arief Yahya

 

Alex Janangkih Sinaga

 

Director of Finance

Honesti Basyir

 

Heri Sunaryadi

 

Director of Innovation and Strategic Portfolio

Indra Utoyo

 

Indra Utoyo

 

Director of Enterprise and Business Service

Muhammad Awaluddin

 

Muhammad Awaluddin

 

Director of Wholesale and International Services

Ririek Adriansyah

 

Honesti Basyir

 

Director of Human Capital Management

Priyantono Rudito

 

Herdy Rosadi Harman

 

Director of Network, Information Technology and Solution

Rizkan Chandra

 

Abdus Somad Arief

 

Director of Consumer Services

Sukardi Silalahi

 

Dian Rachmawan

 

 

2.   Audit Committee and Corporate Secretary

 

The composition of the Company’s Audit Committee and the Corporate Secretary as of December 31, 2013 and 2014, were as follows:

 

 

2013

 

2014*

 

Chairman

Johnny Swandi Sjam

 

Johnny Swandi Sjam

 

Secretary

Agus Yulianto

 

Tjatur Purwadi

 

Member

Parikesit Suprapto

 

Parikesit Suprapto

 

Member

Sahat Pardede

 

Agus Yulianto

 

Member

Virano Gazi Nasution

 

Virano Gazi Nasution

 

Corporate Secretary

Honesti Basyir

 

Honesti Basyir

 

 

*     The changesin the members of Audit Committee are based on Board of Commissioners’ Regulation No.05/KEP/DK/2014 dated March 25, 2014.

 

F-9


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL (continued)

 

c.   Public offering of securities of the Company

 

The Company’s shares prior to its Initial Public Offering (“IPO”) totalled 8,400,000,000, consisting of 8,399,999,999 Series B shares and 1 Series A Dwiwarna share, and were 100%-owned by the Government. On November 14, 1995, 933,333,000 new Series B shares and 233,334,000 Series B shares owned by the Government were offered to the public through an IPO and listed on the Indonesia Stock Exchange (“IDX”) and 700,000,000 Series B shares owned by the Government were offered to the public and listed on the New York Stock Exchange (“NYSE”) and the London Stock Exchange (“LSE”), in the form of American Depositary Shares (“ADS”). There were 35,000,000 ADS and each ADS represented 20 Series B shares at that time.

 

In December 1996, the Government had a block sale of its 388,000,000 Series B shares, and in 1997, distributed 2,670,300 Series B shares as incentive to the Company’s stockholders who did not sell their shares within one year from the date of the IPO. In May 1999, the Government further sold 898,000,000 Series B shares.

 

To comply with Law No. 1/1995 on Limited Liability Companies, at the AGM of Stockholders of the Company on April 16, 1999, the Company’s stockholders resolved to increase the Company’s issued share capital by the distribution of 746,666,640 bonus shares through the capitalization of certain additional paid-in capital, which were made to the Company’s stockholders in August 1999. On August 16, 2007, Law No. 1/1995 on Limited Liability Companies was amended by the issuance of Law No. 40/2007 on Limited Liability Companies which became effective on the same date. Law No. 40/2007 has no effect on the public offering of shares of the Company. The Company has complied with Law No. 40/2007.

 

In December 2001, the Government had another block sale of its 1,200,000,000 shares or 11.9% of the total outstanding Series B shares. In July 2002, the Government further sold a block of 312,000,000 shares or 3.1% of the total outstanding Series B shares.

 

At the AGM of Stockholders of the Company held on July 30, 2004, the minutes of which are covered by notarial deed No. 26 of A. Partomuan Pohan, S.H., LLM., the Company’s stockholders approved the Company’s 2-for-1 stock split for Series A Dwiwarna and Series B share. The Series A Dwiwarna share with par value of Rp500 per share was split into 1 Series A Dwiwarna share with par value of Rp250 per share and 1 Series B share with par value of Rp250 per share. The stock split resulted in an increase of the Company’s authorized capital stock from 1 Series A Dwiwarna share and 39,999,999,999 Series B shares to 1 Series A Dwiwarna share and 79,999,999,999 Series B shares, and the issued capital stock from 1 Series A Dwiwarna share and 10,079,999,639 Series B shares to 1 Series A Dwiwarna share and 20,159,999,279 Series B shares. After the stock split, each ADS represented 40 Series B shares.

 

During the EGM held on December 21, 2005 and the AGMs held on June 29, 2007, June 20, 2008 and May 19, 2011, the Company’s stockholders approved phases I, II, III and IV, respectively, of the Company’s program to repurchase its issued Series B shares (Note 23). 

 

F-10


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL (continued)

 

c.   Public offering of securities of the Company (continued)

             

During the period December 21, 2005 to June 20, 2007, the Company had bought back 211,290,500 shares from the public (stock repurchase program phase I). On July 30, 2013, the Company resold all such shares (Note 23).

 

At the AGM held on April 19, 2013 as covered by notarial deedNo. 38 of Ashoya Ratam, S.H., MKn.,the stockholders approved the changes to the Company’s plan on the treasury stock acquired under phase III (Note 23)

 

At the AGM held on April 19, 2013, the minutes of which are covered by notarial deed No.38 of Ashoya Ratam, S.H., MKn., the stockholders approved the Company’s 5-for-1stock split for Series A Dwiwarna and Series B shares. Series A Dwiwarna share with par value of Rp250 per share was split into 1 Series A Dwiwarna share with par value of Rp50 per share and 4 Series B shares with par value Rp50 per share. The stock split resulted in an increase of the Company’s authorized capital stock from 1 Series A Dwiwarna and 79,999,999,999 Series B shares to 1 Series A Dwiwarna and 399,999,999,999 Series B shares, and the issued capital stock from 1 Series A Dwiwarna and 20,159,999,279 Series B shares to 1 Series A Dwiwarna and 100,799,996,399 Series B shares. After the stock split, each ADS represented 200 Series B shares (Note 21).

 

On May 16 and June 5, 2014, the Company deregistered from the Tokyo Stock Exchange (“TSE”)  and delisted from the LSE, respectively

 

As of December 31, 2014, all of the Company’s Series B shares are listed on the IDX and 47,364,601  ADS shares are listed on the NYSE (Note 21). 

 

As of December 31, 2014, the Company’s outstanding bonds representing the second rupiah bonds issued on June 25, 2010 with a nominal amount of Rp1,005 billion for Series A for a five-year period and Rp1,995 billion for Series B for a ten-year period are listed on the IDX (Note 19b). 

 

d.   Subsidiaries

 

As of December 31, 2013 and 2014, the Company has consolidated the following directly or indirectly owned subsidiaries:

 

(i)   Direct subsidiaries:

 

 

 

 

 

 

 

Percentage of ownership interest

 

Total assets before elimination

 

Subsidiary/place of incorporation

 

Nature of business

 

Start of commercial operations

 

201

 

201

 

201

 

201

 

PT Telekomunikasi Selular (“Telkomsel”), Jakarta, Indonesia

 

Telecommunication - provides telecommunication facilities and mobile cellular services using Global Systems for  Mobile Communication (“GSM”) technology

 

1995

 

65

 

65

 

73,245 

 

78,080 

 

 

F-11


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.  GENERAL (continued)

 

d.  Subsidiaries (continued)

 

(i) Direct subsidiaries:(continued) 

 

 

 

 

 

 

 

Percentage of ownership interest

 

Total assets before elimination

 

Subsidiary/place of incorporation

 

Nature of business

 

Start of commercial operations

 

2013 

 

201

 

201

 

201

 

PT Dayamitra Telekomunikasi (“Dayamitra”), Jakarta, Indonesia

 

Telecommunication

 

1995

 

100

 

100

 

7,363

 

8,836

 

PT Multimedia Nusantara (“Metra”), Jakarta, Indonesia

 

Multimedia and network  telecommunication services

 

1998

 

100

 

100

 

5,283 

 

6,236 

 

PT Telekomunikasi Indonesia International (“TII”), Jakarta, Indonesia

 

Telecommunication

 

1995

 

100

 

100

 

3,804

 

4,549

 

PT PINS Indonesia (PINS);  previously PT Pramindo Ikat Nusantara, Jakarta, Indonesia

 

Telecommunication construction and services

 

1995

 

100

 

100

 

1,365

 

3,130 

 

PT Graha Sarana Duta (“GSD”), Jakarta, Indonesia

 

Leasing of offices and providing building management and maintenance services, civil consultant and developer

 

1982

 

99.99

 

99.99

 

1,57

 

2,30

 

PT Telkom Akses (“Telkom Akses”), Jakarta, Indonesia

 

Construction, service and trade in the field of telecommunication

 

2013

 

100

 

100

 

946

 

2,089

 

PT Patra Telekomunikasi Indonesia (“Patrakom”), Jakarta, Indonesia

 

Telecommunication provides satellite  communication system services and facilities

 

1996

 

100

 

100

 

25

 

34

 

PT Infrastruktur Telekomunikasi Indonesia (“Telkom Infratel”) Jakarta, Indonesia

 

Construction, service and trade in the field of telecommunication

 

2014

 

-

 

100

 

-

 

331

 

PT Napsindo Primatel Internasional (“Napsindo”), Jakarta, Indonesia

 

Telecommunication - provides Network Access Point (NAP), Voice Over Data (VOD) and other related services

 

1999; ceased operations on January 13, 2006

 

60

 

60

 

5

 

5

 

 

* On September 25 and November 29, 2013, the Company acquired additional interest of 40% and 20%, respectively, of Patrakom (Note3a).

 

F-12


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL (continued)

 

d.   Subsidiaries (continued)

 

(ii)  Indirect subsidiaries

 

 

 

 

 

 

Percentage of ownership interest

 

Total assets before elimination

 

Subsidiary/place of incorporation

 

Nature of business

 

Start of commercial operations

 

201

 

201

 

201

 

201

 

PT Sigma Cipta Caraka (“Sigma”), Tangerang, Indonesia

 

Information technology service - system implementation and integration service, outsourcing and software license maintenance

 

1988

 

100

 

100

 

1,886 

 

2,516 

 

PT Infomedia Nusantara (“Infomedia”), Jakarta, Indonesia

 

Data and information service - provides telecommunication information services and other information services in the form of print and electronic media and call center services

 

1984

 

100

 

100

 

1,218 

 

1,354

 

Telekomunikasi Indonesia International Pte. Ltd., Singapore

 

Telecommunication

 

2008

 

100

 

100

 

785

 

1,058

 

Telekomunikasi Indonesia International S.A. (“TL”) Timor Leste

 

Telecommunication

 

2012

 

100

 

100

 

803

 

832

 

PT Telkom Landmark Tower (“TLT”), Jakarta, Indonesia

 

Service for property development and management

 

2012

 

55

 

55

 

493

 

828

 

PT Metra Digital Media (“MD Media”), Jakarta, Indonesia

 

Directory information services

 

2013

 

99.99

 

99.99

 

692

 

723

 

Telekomunikasi Indonesia International Inc. (“Telkom USA), USA

 

Telecommunication services

 

2014

 

100

 

100

 

0

 

1

 

Telekomunikasi Indonesia International Ltd., Hong Kong

 

Telecommunication

 

2010

 

100

 

100

 

90

 

242

 

PT Finnet Indonesia (“Finnet”), Jakarta, Indonesia 

 

Information technology services

 

2006

 

60

 

60

 

203

 

208

 

Telekomunikasi Indonesia Internasional Pty. Ltd. (“Telkom Australia”) Australia

 

Telecommunication and IT-based services

 

2013

 

100

 

100

 

7

 

190

 

PT Administrasi Medika(“Ad Medika”), Jakarta, Indonesia

 

Health insurance administration services

 

2002

 

75

 

75

 

127

 

136

 

 

 

F-13


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL (continued)

 

d.   Subsidiaries (continued)

 

(ii)  Indirect subsidiaries:(continued)

 

 

 

 

 

 

Percentage of ownership interest

 

Total assets before elimination

 

Subsidiary/place of incorporation

 

Nature of business

 

Start of commercial operations

 

201

 

201

 

201

 

201

 

PT Metra Plasa (“Metra Plasa”), Jakarta, Indonesia

 

Network and  e-commerce services

 

2012

 

60

 

60

 

86

 

88

 

PT Graha Yasa Selaras (“GYS”),  Jakarta, Indonesia

 

Tourism service

 

201

 

51

 

51

 

32

 

88

 

PT Metra-Ne t(“Metra-Net”), Jakarta, Indonesia

 

Multimedia portal service

 

2009

 

99.99

 

99.99

 

40

 

42

 

PT Pojok Celebes Mandiri (“PCM”), Jakarta, Indonesia

 

Tour agent/bureau services

 

2008

 

51

 

51

 

14

 

13

 

PT Satelit Multimedia Indonesia (“SMI”),  Jakarta, Indonesia

 

Satellite service 

 

2013

 

99.99

 

99.99

 

6

 

7

 

PT Metra Digital Investama (“MDI”);  previously PT Metra Media, Jakarta, Indonesia

 

Trading and/or providing service related to information and technology, multimedia, entertainment and investments

 

2013

 

99.83

 

99.99

 

0

 

0

 

Telekomunikasi Selular Finance Limited (“TSFL”), Mauritius

 

Finance - established to raise funds for the development of Telkomsel’s business through the issuance of debenture stock, bonds, mortgages or any other securities

 

2002

 

65

 

-

 

0

 

-

 

PT Metra TV(“Metra TV”), Jakarta, Indonesia

 

Subscription - broadcasting services

 

2013

 

99.83

 

99.83

 

0

 

0

 

PT Nusantara Sukses Sarana (”NSS”) Jakarta, Indonesia

 

Building and hotel service management, and other services

 

-

 

-

 

99.99

 

-

 

0

 

PT Nusantara Sukses Realti (”NSR”) Jakarta,Indonesia 

 

Service and trading 

 

-

 

-

 

99.99

 

-

 

0

 

PT Nusantara Sukses Investasi (”NSI”), Jakarta, Indonesia

 

Service and trading

 

2014

 

-

 

99.99

 

-

 

115

 

 

*Based on General Notice of Direction of Insolvency Service of Mauritus No.844 of 2014, TSFL wasliquidated effective from March 20, 2014.

 

F-14


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL (continued)

 

d.   Subsidiaries (continued)

 

(a)  Metra

 

On January 8, 2013,based on notarial deed No. 02 dated January 8, 2013 of Utiek R. Abdurachman, S.H., MLI.,MKn.,which was approved by the MoLHR through its Letter No. AHU-03276.AH.01.01/2013 dated January 29, 2013, Metra established a subsidiary, PT Metra Media (“MM”), and obtained 99.83% ownership. MM is engaged in trading and /or providing services related to information and technology, multimedia, entertainment and investments.

 

On January 8, 2013, based on notarial deed No. 03 dated January 8, 2013 of Utiek R. Abdurachman, SH., MLI., MKn.,which was approved by the MoLHR through its Letter No. AHU-03261.AH.01.01/2013 dated January 29, 2013, Metra established a subsidiary, PT Metra TV, and obtained 99.83% ownership. Metra TV is engaged in providing subscription-broadcasting services.

 

On January 22, 2013, based on notarial deed No. 28 dated January 22, 2013 of N.M. Dipo Nusantara Pua Upa, S.H., MKn.,which was approved by the MoLHR through its Letter No. AHU-03084.AH.01.01/2013 dated January 28, 2013, Metra established a subsidiary, MD Media, and obtained 99.99% ownership. MDMedia is engaged in providing directory information services.

 

On March 25, 2013, based on notarial deed No. 38 dated March 25, 2013 of N.M. Dipo Nusantara Pua Upa, S.H., MKn., which was approved by the MoLHR in its Letter No. AHU-20566.AH.01.01/2013 dated April 17, 2013, Metra established PT Satelit Multimedia Indonesia and obtained 99.99% ownership. SMI is engaged in providing satellite services.

 

On August 16, 2013, based on notarial deed No. 5 dated August 16, 2013 of N.M. Dipo Nusantara Pua Upa, S.H., MKn. which was approved by the MoLHR in its Letter No. AHU-0081886.AH.01.09/2013 dated August 30, 2013, Metra changed the ownership of PT Pojok Celebes Mandiri after the signing of Sales and Purchase of Share Agreement dated June 12, 2013 regarding the purchase of PCM’s shares of 2,550 shares equivalent to Rp255 million or 51% ownership.

 

On June 5, 2014, based on the Circular Resolution of the Stockholders  as covered by notarial deed No. 18 of N.M. Dipo Nusantara Pua Upa, S.H., M.Kn., which was approved by the MoLHR through its Letter No. AHU-03769.40.20.2014 dated June 10, 2014, PT Metra Media’s stockholders approved achange of name fromPT Metra Media to PT Metra Digital Investama.

 

(b)  TII 

 

On January 9, 2013, based on the Circular Resolution of the Stockholders of TII, as covered by notarial deed No. 04 dated February 6, 2013 of Siti Safarijah, S.H., TII’s stockholders agreed to establish a subsidiary, Telekomunikasi Indonesia Internasional Australia Pty. Ltd. Telkom Australia is engaged in providing telecommunication and IT-based services.

 

On May 13, 2013, TII through Telekomunikasi Indonesia International (Hong Kong) Ltd. established a subsidiary in Macau under the name Telkom Macau Ltd, (“Telkom Macau”).Telkom Macau is engaged in providing telecommunication services.

 

F-15


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL (continued)

 

d.   Subsidiaries (continued)

 

(b)  TII  (continued)

 

On June 3, 2013, TII through Telekomunikasi Indonesia International (Hong Kong) Ltd. established a subsidiary inTaiwan under the name Telkom Taiwan Ltd, (“Telkom Taiwan”). Telkom Taiwan is engaged in providing telecommunication services.

 

On December 11, 2013, TII established a subsidiary in the United States of America, Telekomunikasi Indonesia International (USA), Inc. Ltd. Telkom USAis  engaged in providing telecommunication services.

 

On September 25, 2014, TII through Telkom Australia acquired 75% ownership  of Contact Centres Australia Pty. Ltd (“CCA”)(Note 3a)

 

(c)  Sigma

 

On January 17, 2013, Sigma signed a Sale and Purchase of Shares and Transfer of Debt Assignment Agreement with Landeskreditbank Baden-Wurttemberg-Forderbank (“L-Bank”), and Step Stuttgarter Engineering Park Gmbh. (“STEP”) as stockholders of PT German Center Indonesia (“GCI”). Based on the agreement, Sigma agreed to buy all the shares of GCI owned by L-Bank and STEP and take over L-Bank’s stockholders’ loan with anacquisition price ofUS$17.8 million (equivalent to Rp170 billion). The transaction was closed on April 30, 2013(Note 3a)

 

Sigma has amended  its Articles of Association several times, the latest amendment of which was notarized by  deed No. 02 dated December 4, 2014 of Utiek Rochmuljati Abdurachman, SH., MLI., Mkn., regarding the changes inthe authorized capital stock, and the issued and fully paid capital stock. The latest amendment of the Articles of Association was  approved by the MoLHR through its Letter No. AHU-12707.40.20.2014 dated December 11, 2014

 

(d)  Infomedia

 

Based on notarial deed No. 04  dated March7, 201 of Sjaaf De Carya Siregar, S.H. Infomedia’s stockholders agreed to distribute dividends,  which was returned as an increment of issued and fully paid capital stock amounting to Rp44 billion.

 

Based on notarial deed No. 18 dated July 24, 2013 of Zulkifli Harahap, S.H., Infomedia’s stockholders approved the increase in its paid-up capital by 88,529,790 shares, amounting to Rp44 billion, which was taken up by the stockholders proportionally.

 

On November 20, 2013, Infomedia entered into an agreement on the business transfer of its Telephone Directory Management business to MD Media

 

(e)  Dayamitra

 

On April 5, 2013, based on notarial deed No.002 dated April 5, 2013 of Andi Fatma Hasiah, S.H.,M.Kn., Dayamitra’s stockholders agreed to distribute dividends,  which was returned as an increment of issued and fully paid capital stock amounting to Rp31 billion

 

F-16


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

1.   GENERAL (continued)

 

d.   Subsidiaries (continued)

 

(e)  Dayamitra (continued)

 

On October 9, 2014, the Company signed a Conditional Shares Exchange Agreement with PT Tower Bersama Infrastructure Tbk. (“TBI”) to exchange its 49% ownership in Dayamitra for 5.7% ownership in TBI. In addition, there is an option to exchange the Company’s remaining 51% ownership in Dayamitra within 2 years that will increase the Company’s ownership up to 13.7% in TBI. The completion of the agreement is subject to various approvals, including that of the stockholders of Dayamitra and TBI.As of the date of approval and authorization for the issuance of the consolidated financial statements, the transaction is still in progress

 

(f)  Telkom Infratel

 

On January 16, 2014 the Company established a wholly owned subsidiary under the name PT Telkom Infrastruktur Telekomunikasi Indonesiawhich was approved by the MoLHR through its Decision Letter No. AHU-03196.AH.01.01.2014 dated January 23, 2014. Telkom Infratel is engaged in providing construction, service and tradein the field oftelecommunication. 

 

(g)  GSD

 

On August 27, 2014, based on notarial deed No. 21 dated August 27, 2014 of Zulkifli Harahap, S.H., which was approved by the MoLHR in its Letter No. AHU-22722.40.10.2014 dated September 1, 2014, GSD established a subsidiary, PT Nusantara Sukses Sarana, with 99.99% ownership. NSS is engaged in building and hotel services management and other services. As of the date of approval and authorization for the issuance of the consolidated financial statements NSS has not commenced operational activities.

 

On August 27, 2014, based on notarial deed No. 22 dated August 27, 2014 of Zulkifli Harahap, S.H., which was approved by the MoLHR in its Letter No. AHU-22723.40.10.2014 dated September 1, 2014, GSD established a subsidiary, PT Nusantara Sukses Realti, with 99.99% ownership. NSR is engaged in service and trading. As of the date of approval and authorization for the issuance of the consolidated financial statements NSR has not commenced operational activities.

 

On August 27, 2014, based on notarial deed No. 23 dated August 27, 2014 of Zulkifli Harahap, S.H., which was approved by the MoLHR in its Letter No. AHU-22724.40.10.2014 dated September 1, 2014, GSD established a subsidiary, PT Nusantara Sukses Investasi, with 99.99% ownership. NSI is engaged in service and trading.

 

e.   Authorization for the issuance of the consolidated financial statements

 

The consolidated financial statements were approved for issuanceby the Board of Directors on April 1, 2015

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The consolidated financial statements of the Company and subsidiaries (collectively referred to as “the Group”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”)  as issued by the International Accounting Standards Board (“IASB”)

 

F-17


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

a.    Basis of preparation of the financial statements

 

The consolidated financial statements, except for the consolidated statements of cash flows, are prepared on the accrual basis. The measurement basis used is historical cost, except for certain accounts which are measured using the basis mentioned in the relevant notes herein.

 

The consolidated statements of cash flows are prepared using the direct method and present the changes in cash and cash equivalents classified into operating, investing and financing activities.

 

b.   Principles of consolidation

 

The consolidated financial statements consist of the financial statements of the Company and the subsidiaries over which it has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has the power over the investee, exposure or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect its returns.

 

The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control over the subsidiary. Assets, liabilities, income and expenses, of a subsidiary acquired or disposed of during the year are included in the consolidated statements of comprehensive income from the date the Group gain control until the date the Group ceases to control the subsidiary.

 

Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

 

Intercompany balances and transactions have been eliminated in the consolidated financial statements.

 

In case of loss of control over a subsidiary, the Group:

·     derecognizes the assets (including goodwill) and liabilities of the subsidiary at the carrying amounts on the date when it loses control;

·     derecognizes the carrying amounts of any non-controlling interests of its former subsidiary on the date when it loses control;

·     recognizes the fair value of the consideration received (if any) from the transaction, events, or condition that caused the loss of control;

·     recognizes the fair value of any investment retained in the subsidiary at fair value on the date of loss of control;

·     recognizes any surplus or deficit in profit or loss that is attributable to the Group.

 

c.   Transactions with related parties

 

The Group has transactions with related parties. The definition of related parties used is in accordance with IAS 24, Related Party Disclosures. The party which is considered a related party is a person or entity that is related to the entity that is preparing its financial statements.

 

 

F-18


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c.   Transactions with related parties (continued)

 

Key management personnel are identified as the persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of the Group. The related party status extends to the key management of the subsidiaries to the extent they direct the operations of subsidiaries with minimal involvement from the Company’s management.

 

d.   Business combinations

 

Business combination is accounted for using the acquisition method. The consideration transferred is measured at fair value, which is the aggregate of the fair value of the assets transferred, liabilities incurred or assumed and the equity instruments issued in exchange for control of the acquiree. For each business combination, non-controlling interest is measured at fair value or at the proportionate share of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Acquisition-related costs are expensed as incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date.

 

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in profit or loss.

 

When the determination of consideration from a business combination includes contingent consideration, it is measured at its fair value on acquisition date. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognized in profit or loss when adjustments are recorded outside the measurement period. Changes in the fair value of the contingent consideration that qualify as measurement-period adjustments are adjusted retrospectively, with corresponding adjustments made against goodwill. Measurement-period adjustments are adjustments that arise from additional information obtained during the measurement period, which cannot exceed one year from the acquisition date, about facts and circumstances that existed at the acquisition date.

 

In a business combination achieved in stages, the acquirer remeasures its previously held equity interest in theacquiree at its acquisition-date fair value and recognizes the resulting gain or loss, if any, in profit or loss.

 

e.   Cash and cash equivalents

 

Cash and cash equivalents comprises cash on hand and in banks and all unrestricted time deposits with original maturities of three months or less at the time of placement.

 

Time deposits with maturities of more than three months but not more than one year are presented as part of “Other Current Financial Assets” in the consolidated statement of financial position.

 

F-19


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

f.    Investments in associated companies

 

An associate is an entity over which the Group (as investor) has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but does not include control or joint control over those operating policies. The considerations made in determining significant influence are similar to those necessary to determine control over subsidiaries.

 

The Group’s investments in its associates are accounted for using the equity method.

 

Under the equity method, the investment in an associate is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the investor’s share of the net assets of the associate since the acquisition date. On acquisition of the investment, any difference between the cost of the investment and the entity's share of the net fair value of the investee's identifiable assets and liabilities is accounted for as follows:

a.     Goodwill relating to an associate or a joint venture is included in the carrying amount of the investment and is neither amortized nor individually tested for impairment.

b.    Any excess of the entity's share of the net fair value of the investee's identifiable assets and liabilities over the cost of the investment is included as income in the determination of the entity's share of the associate or joint venture's profit or loss in the period in which the investment is acquired.

 

The consolidated statements of comprehensive income reflect the Group’s share of the results of operations of the associate. Any change in the other comprehensive income of the associate is presented as part of other comprehensive income. In addition, when there has been a change recognized directly in the equity of the associate, the Group recognizes it share of the change in the consolidated statements of changes in equity. Unrealized gain and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.

 

The Group determines at each reporting date whether there is any objective evidence that the investments in associated companies are impaired. If there is, the Group calculates and recognizes the amount of impairment as the difference between the recoverable amount of the investments in the associated companies and their carrying value.

 

These assets are included in “Long-term Investments” in the consolidated statements of financial position.

 

The functional currency of PT Pasifik Satelit Nusantara (“PSN”) and PT Citra Sari Makmur (“CSM”) is the United States dollar (“U.S. dollars”), and Telin Malaysia is the Malaysian ringgit (“MYR”). For the purpose of reporting these investments using the equity method, the assets and liabilities of these companies as of the statement of financial position date are translated into Indonesian rupiah using the rate of exchange prevailing at that date, while revenues and expenses are translated into Indonesian rupiah at the average rates of exchange for the year. The resulting translation adjustments are reported as part of “Other Reserves” in the equity section of the consolidated statements of financial position.

 

 

F-20


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

g.   Trade and other receivables

 

Trade and other receivables are recognized initially at fair value and subsequently measured at amortized cost, less provision for impairment. This provision for impairment is made based on management’s evaluation of the collectibility of the outstanding amounts. Receivables are written off in the year they are determined to be uncollectible. 

 

h.   Inventories

 

Inventories consist of components, which are subsequently expensed upon use. Components represent telephone terminals, cables and other spare parts. Inventories also include Subscriber Identification Module (“SIM”) cards, Removable User Identity Module (“RUIM”) cards, handsets, set top boxes, wireless broadband modems and blank prepaid vouchers, which are expensed upon sale.

 

The costs of inventories consist of the purchase price, import duties, other taxes, transport, handling, and other costs directly attributable to their acquisition. Inventories are recognized at the lower of cost and net realizable value. Net realizable value is the estimate of selling price less the costs to sell.

 

Cost is determined using the weighted average method.

 

The amounts of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realizable value, is recognized as a reduction in the amount of general and administrative expenses in the year in which the reversal occurs.

 

Provision for obsolescence is primarily based on the estimated forecast of future usage of these inventory items.

 

 

i.    Prepaid expenses

 

Prepaid expenses are amortized over their future beneficial periods using the straight-line method.

 

 

j.    Assets held for sale

 

Assets (or disposal groups) are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.

 

Assets that meet the criteria to be classified as held for sale are reclassified from property and equipment and depreciation on such assets is ceased

 

 

k.   Intangible assets

 

Intangible assets mainly consist of software and license. Intangible assets are recognized if it is probable that the expected future economic benefits that are attributable to each asset will flow to the Group, and the cost of the asset can be reliably measured.

 

Intangible assets are stated at cost less accumulated amortization and impairment, if any. Intangible assets are amortized over their useful lives. The Group estimates the recoverable value of its intangible assets. When the carrying amount of an asset exceeds its estimated recoverable amount, the asset is written down to its estimated recoverable amount.

 

 

F-21


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

k.   Intangible assets (continued)

 

Intangible assets are amortized using the straight-line method, based on the estimated useful lives of the assets as follows:

 

 

Years

Software

3-

License

3-20

Other intangible assets

1-3

 

Intangible assets are derecognized when no further economic benefits are expected, either from further use or from disposal. The difference between the carrying amount and the net proceeds received from disposal is recognized in the consolidated statements of comprehensive income.

 

l.    Property and equipment

 

Property and equipment are stated at cost less accumulated depreciation and impairment losses.

 

The cost of an item of property and equipment includes: (a) purchase price, (b) any costs directly attributable to bringing the asset to its location and condition, and (c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Each part of an item of property and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately.

 

Property and equipment are depreciated or amortized using the straight-line method based on the estimated useful lives of the assets as follows:

 

 

Years

Land rights

50

Buildings

15-40

Leasehold improvements

2-15

Switching equipment

3-15

Telegraph, telex and data communication equipment

5-15

Transmission installation and equipment

3-25 

Satellite, earth station and equipment

3-20

Cable network

5-25

Power supply

3-20

Data processing equipment

3-20

Other telecommunications peripherals

5

Office equipment

2-5

Vehicles

4-8

Asset Customer Premise Equipment (“CPE”)

10

Other equipment

2-5

 

Significant expenditures related to leasehold improvements are capitalized and depreciated over the lease term.

 

The depreciation or amortization method, useful life and residual value of an asset are reviewed at least at each financial year end and adjusted, if appropriate. The residual value of an asset is the estimate amount that the Group would currently obtain from disposal of the asset, after deducting the estimated costs of disposal,if the asset is  already of the age and in the condition expected at the end of its useful life

 

 

F-22


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

l.    Property and equipment (continued) 

 

Property and equipment acquired in exchange for a non-monetary asset or for a combination of monetary and non-monetary assets are measured at fair valueunless (i) theexchange transaction lacks commercial substance; or (ii) the fair value of neither the asset received nor the asset given up is reliably measurable.

 

Major spare parts and standby equipment that are expected to be used for more than 12 months are recorded as part of property and equipment.

 

When assets are retired or otherwise disposed of, their cost and the related accumulated depreciation are derecognized from the consolidated statements of financial position and the resulting gain or losses on the disposal or sale of the property and equipment are recognized in the consolidated statements of comprehensive income.

 

Certain computer hardware cannot be used without the availability of certain computer software. In such circumstance, the computer software is recorded as part of the computer hardware. If the computer software is independent from its computer hardware, it is recorded as part of intangible assets.

 

The cost of maintenance and repairs is charged to the consolidated statements of comprehensive income as incurred. Significant renewals and betterments are capitalized.

 

Property under construction is stated at cost until the construction is completed, at which time it is reclassified to the property and equipment account to which it relates. During the construction period until the property is ready for its intended use or sale, borrowing costs, which include interest expense and foreign currency exchange differences incurred on loans obtained to finance the construction of the asset, as long as it meets the definition of a qualifying asset are, capitalized in proportion to the average amount of accumulated expenditures during the period. Capitalization of borrowing cost ceases when the construction is completed and the asset is ready for its intended use.

 

m.  Leases

 

In determining whether an arrangement is, or contains a lease, the Group performs an evaluation over the substance of the arrangement. A lease is classified as a finance lease or operating lease based on the substance, not the form of the contract. Finance lease is recognized if the lease transfers substantially all the risks and rewards incidental to the ownership of the leased asset.

 

Assets and liabilities under a finance lease are recognized in the consolidated statements of financial position at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Any initial direct costs of the Group are added to the amount recognized as asset.

 

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the year in which they are incurred.

 

Leased assets are depreciated using the same method and based on the useful lives as estimated for directly acquired property and equipment. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the leased assets are fully depreciated over the shorter of the lease terms and their economic useful lives.

 

F-23


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

m.  Leases (continued) 

 

Lease arrangements that do not meet the above criteria are accounted for as operating leases for which payments are charged as an expense on the straight-line basis over the lease period.

 

n.   Trade payables

 

Trade payables are obligations to pay for goods or services that have been acquired from suppliers in the ordinary course of business. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business, if this period is longer). If not, they are presented as non-current liabilities.

 

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

 

o.   Borrowings 

 

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated statement of comprehensive income over the period of the borrowings using the effective interest method.

 

Fees paid on obtaining  loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facilitieswill be drawn down. In this case, the fee is deferred until the drawdown occurs. To the extent there is no evidence that it is probable that some or all of the facilitieswill be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortized over the period of the facilitiesto which it  relates.

 

p.   Foreign currency translations

 

The functional currency and the reporting currency of the Group are both the Indonesian rupiah, except for the functional currency of Telekomunikasi Indonesia International Pte. Ltd., Hong Kong,Telekomunikasi Indonesia International Pte. Ltd., Singapore, Telekomunikasi Indonesia International Inc., USA and Telekomunikasi Indonesia International S.A., Timor Leste whose accounting records are maintained in U.S. dollars, and Telekomunikasi Indonesia International Pty. Ltd., Australiawhose accounting records is maintained in Australian dollars. Transactions in foreign currencies are translated into Indonesian rupiah at the rates of exchange prevailing at transaction date. At the consolidated statements of financial position dates, monetary assets and liabilities denominated in foreign currencies are translated into Indonesian rupiah based on the buy and sell rates quoted by Reuters prevailing at the consolidated statements of financial position dates, as follows (in full amount):

 

 

2013

 

2014

 

 

Buy

 

Sell

 

Buy

 

Sell

 

United States dollar (“US$”) 1

12,160

 

12,180

 

12,380

 

12,390

 

Australian dollar(“AUD$”) 1

10,838

 

10,868

 

10,143

 

10,155

 

Euro 1

16,744

 

16,774

 

15,044

 

15,059

 

Yen 1

115.67

 

115.87

 

103.53

 

103.64

 

 

The resulting foreign exchange gain or losses, realized and unrealized, are credited or charged to the consolidated statements of comprehensive income, except for foreign exchange differences incurred on borrowings during the construction of qualifying assets which are capitalized to the extent that the borrowings can be attributed to the construction of those qualifying assets (Note 2l).

 

F-24


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

q.   Revenue and expense recognition

 

i.    Fixed line telephone revenues

 

Revenues from fixed line installations, including incremental costs, are deferred and recognized as revenue and costs on the straight-line basis over the expected term of the customer relationship. Based on reviews of historical information and customer trends, the Company determined the expected term of the customer relationships in 2013 and 2014 to be 18 years. Revenues from usage charges are recognized as customers incur the charges. Monthly subscription charges are recognized as revenues when incurred by subscribers.

 

ii.   Cellular and fixed wireless telephone revenues

 

Revenues from postpaid service, which consist of usage and monthly charges, are recognized as follows:

 

·         Airtime and charges for value added services are recognized based on usage by subscribers.

·         Monthly subscription charges are recognized as revenues when incurred by subscribers.

 

Revenues from prepaid service, which consist of the sale of starter packs (also known as SIM cards in the case of cellular and RUIM cards in the case of fixed wireless telephone and start-up load vouchers) and pulse reload vouchers (either bundled in starter packs or sold as separate items), are recognized initially as unearned income and recognized proportionately as usage revenue based on duration and total of successful calls made and the value added services used by the subscribers or the expiration of the unused stored value of the voucher.

 

iii.   Interconnection revenues

 

Revenues from network interconnection with other domestic and international telecommunications carriers are recognized monthly on the basis of the actual recorded traffic for the month. Interconnection revenues consist of revenues derived from other operators’ subscriber calls to the Group’s subscribers (incoming) and calls between subscribers of other operators through the Group’s network (transit).

 

iv.  Data, internet and information technology services revenues

 

Revenues from data communication and internet are recognized based on service activity and performance which are measured by the duration of internet usage or based on the fixed amount of charge depending on the arrangements with customers.

 

Revenues from sales, installation and implementation of computer software and hardware, computer data network installation service and installation are recognized when the goods are delivered to customers or the installation takes place.

 

Revenue from computer software development service is recognized using the percentage-of-completion method.

 

v.   Network revenues

 

Revenues from network consist of revenues from leased lines and satellite transponder leases which are recognized over the period in which the services are rendered

 

F-25


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

q.   Revenue and expense recognition (continued) 

 

vi.  Other telecommunications service revenues

 

Revenues from other telecommunications services consist of Revenue-Sharing Arrangement (“RSA”)  and sales of other telecommunication services or goods.

 

The RSA are recorded in a manner similar to capital leases where the property and equipment and obligation under RSA are reflected in the consolidated statements of financial position. All revenues generated from the RSA are recorded as a component of revenues, while a portion of the investors’ share of the revenues from the RSA is recorded as finance costs, with the balance treated as a reduction of the obligation under RSA.

 

Universal Service Obligation (“USO”) compensation from construction activities is recognized on a stage-of-completion basis. Revenues from operating and maintenance activities in respect of assets under the concession are recognized when the services are rendered.

 

In concession contract under USO, the Group recognize a financial asset to the extent that it has a contractual right to receive cash or other financial assets from the Government for the construction services, where the Government has little, if any, discretion to avoid payment. The Group recognizes an intangible asset to the extent that it receives a license to charge users of the public service.

 

Revenues from sales of other telecommunication services or goods are recognized upon completion of services and/or delivery of goods to customers.

 

vii.  Multiple-element arrangements

 

Where two or more revenue-generating activities or deliverables are sold under a single arrangement, each deliverable that is considered to be a separate unit of accounting is accounted for separately. The total revenue is allocated to each separately identifiable component based on the relative fair value of each component and the appropriate revenue recognition criteria are applied to each component as described above.

 

viii. Agency relationship

 

Revenues from an agency relationship are recorded based on the gross amount billed to the customers when the Group acts as principal in the sale of goods and services. Revenues are recorded based on the net amount retained (the amount paid by the customer less amount paid to the suppliers) when, in substance, the Group has acted as agent and earned commission from the suppliers of the goods and services sold.

 

ix.   Customer loyalty programme

 

The Group operates a loyalty programme, which allows subscribers to accumulate points for every certain multiple of the monthly usages for postpaid service or reload vouchers for prepaid services. The points will be accumulated during a certain period and can be redeemed in the future for free or discounted products, provided other qualifying conditions are achieved.

 

F-26


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

q.   Revenue and expense recognition (continued) 

 

ix.   Customer loyalty programme (continued)

 

Consideration received is allocated between the telecommunication services and the points issued, with the consideration allocated to the points equal to their fair value. Fair value of the points is determined based on historical information about redemption rate of award points Fair value of the points issued is deferred and recognized as revenue when the points are redeemed or expired.

 

x.   Expenses

 

Expenses are recognized as they are incurred.

 

r.    Employee benefits

 

i.    Short-term employee benefits

 

All short-term employee benefits which consist of salaries and related benefits, vacation pay, incentives and other short-term benefits are recognized as expense on undiscounted basis when employees have rendered service to the Group.

 

ii.    Post-employment benefit plans and other long-term employee benefits

 

Post-employment benefit plans consist of funded and unfunded defined benefit pension plans, defined contribution pension plan, other post-employment benefits, post-employment health care benefit plan, defined contribution health care benefit plan and obligations under the Labor Law.

 

Other long-term employee benefits consist of Long Service Awards (“LSA”), Long Service Leave (“LSL”), and pre-retirement benefits.

 

The cost of providing benefits under post-employment benefit plans and other long-term employee benefits calculation is performed by an independent actuary using the projected unit credit method.

 

The net obligations in respect of the defined pension benefit plans and post-retirementhealth care benefit plan are calculated at the present value of estimated future benefits that the employees have earned in return for their service in the current and prior periods less the fair value of plan assets. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of Government bonds that are denominated in the currencies in which the benefits will be paid and that have terms to maturity approximating the terms of the related retirement benefit obligation. Government bonds are used as there are no deep markets for high quality corporate bonds.

 

Plan assets are assets that are held by the pension and post-retirement health care benefit plans. These assets are measured at fair value at the end of the reporting period.

 

Remeasurement, comprising of actuarial gain and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability) are recognized immediately in the consolidated statements of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not classified to profit or loss in subsequent periods.

 

F-27


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

r.    Employee benefits (continued)

 

ii.    Post-employment benefit plans and other long-term employee benefits (continued)

 

Past service costs are recognized immediately in profit or loss on the earlier of:

·      The date of plan amendment or curtailment; and

·      The date that the Group recognized restructuring-related costs

 

Net interest is calculated by applying the discount rate to the net defined benefit liability or assets.

 

Gain or losses on curtailment are recognized when there is a commitment to make a material reduction in the number of employees covered by a plan or when there is an amendment of defined benefit plan terms such as that a material element of future services to be provided by current employees will no longer qualify for benefits, or will qualify only for reduced benefits.

 

Gain or losses on settlement are recognized when there is a transaction that eliminates all further legal or constructive obligation for part or all of the benefits provided under a defined benefit plan.

 

For defined contribution plans, the regular contributions constitute net periodic costs for the period in which they are due and, as such, are included in personnel expenses as they become payable.

 

iii   Share-based payments

 

The Company operates an equity-settled, share-based compensation plan. The fair value of the employees’ services rendered which are compensated with the Company’s shares is recognized as an expense in the consolidated statements of comprehensive income and credited to additional paid-in capital at the grant date.

 

s.   Income tax

 

Current and deferred taxesare recognized as income or an expense and included in the consolidated statements of comprehensive income, except to the extent that if the tax arises from a transaction or event which is recognized directly in equity, in which case, the tax is  recognized directly in  equity.

 

Current tax assets and liabilities are measured at the amount expected to be recovered or paid using the tax rates and tax laws that have been enacted at each reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Where appropriate, management establishes provisions based on the amounts expected to be paid to the tax authorities.

 

The Group recognizes deferred tax assets and liabilities for temporary differences between the financial and tax bases of assets and liabilities at each reporting date. The Group also recognizes deferred tax assets resulting from the recognition of future tax benefits, such as the benefit of tax losses carried forward to the extent their future realization is probable. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates and tax laws at each reporting date which are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

F-28


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

s.   Income tax (continued)

 

The carrying amount of deferred tax asset is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow the benefit of part or all of that deferred tax asset to be utilized.

 

Deferred tax assets and liabilities are offset in the consolidated statements of financial position, except if these are for different legal entities, in the same manner the current tax assets and liabilities are presented.

 

Amendment to taxation obligation is recorded when an assessment letter (“Surat Ketetapan Pajak” or “SKP”) is received or,if appealed against, when the results of the appeal are determined. The additional taxes and penalty imposed through SKP are recognized in the current year profit or loss, unless objection/appeal is taken. The additional taxes and penalty imposed through SKP are deferred as long as they meet the asset recognition criteria.

 

t.    Financial instruments

 

The Group classifies financial instruments into financial assets and financial liabilities. Financial assets and liabilities are recognized initially at fair value including transaction costs. These are subsequently measured either at fair value or amortized cost using the effective interest method in accordance with their classification.

 

i.     Financial assets

 

The Group classifies its financial assets as (i) financial assets at fair value through profit or loss, (ii) loans and receivables, (iii) held-to-maturity financial assets or (iv) available-for-sale financial assets. The classification depends on the purpose for which the financial assets are acquired. Management determines the classification of financial assets at initial recognition.

 

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the assets.

 

The Group’s financial assets include cash and cash equivalents, other current financial assets,trade and other receivables, and other non-current assets.

 

a.    Financial assets at fair value through profit or loss

 

Financial assets at fair value through profit or loss are financial assets classified as held for trading. A financial asset is classified as held for trading if it is acquired principally for the purpose of selling or repurchasing it in the near term and for which there is evidence of a recent actual pattern of short-term profit taking.Gain or losses arising from changes in fair value of the trading securities are presented as other (expenses)/ income in the consolidated statements of comprehensive income in the period in which they arise. Financial asset measured at fair value through profit or loss consists of a derivative asset - put option, which is recognized as part of “Other Current Financial Assets” in the consolidated statements of financial position.

 

F-29


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

t.    Financial instruments (continued) 

 

i.    Financial assets (continued)

 

b.    Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

 

Loans and receivables consist of, among other assets, cash and cash equivalents, other current financial assets (time deposits and escrow account), trade and other receivables,and other non-current assets (long-term trade receivables and restricted cash).

 

These are initially recognized at fair value including transaction costs and subsequently measured at amortized cost, using the effective interest method.

 

c.   Held-to-maturity financial assets

 

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities on which management has the positive intention and ability to hold to maturity, other than:

a)       those that the Group, upon initial recognition, designates as at fair value through profit or loss;

b)       those that the Group designates as available-for-sale; and

c)       those that meet the definition of loans and receivables.

 

No financial assets were classified as held-to-maturity financial assets as of December 31, 2013 and 2014.

 

d.    Available-for-sale financial assets

 

Available-for-sale investments are non-derivative financial assets that are intended to be held for indefinite periods of time, which may be sold in response to needs for liquidity or changes in interest rates, exchange rates or that are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss. Available-for-sale financial assets primarily consist of mutual funds, and corporate and government bonds, which are recorded as part of “Other Current Financial Assets” in the consolidated statements of financial position.

 

Available-for-sale securities are stated at fair value. Unrealized holding gain or losses on available-for-sale securities are excluded from income of the current period and are reported as a separate component in the equity section of the consolidated statements of financial position until realized. Realized gain or losses from the sale of available-for-sale securities are recognized in the consolidated statements of comprehensive income, and are determined on a specific identification basis.

 

ii.    Financial liabilities

 

The Group classifies its financial liabilities as (i) financial liabilities at fair value through profit or loss or (ii) financial liabilities measured at amortized cost.

 

F-30


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

t.    Financial instruments (continued)

 

ii.    Financial liabilities (continued)

 

The Group’s financial liabilities include trade and  other payables, accrued expenses, loans and other borrowings, and other liabilities. Loans and other borrowings consist of short-term bank loans, two-step loans, bonds and notes, long-term bank loans and obligations under finance leases.

 

a.     Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities classified as held for trading. A financial liability is classified as held for trading if it is incurred principally for the purpose of selling or repurchasing it in the near term and for which there is evidence of a recent actual pattern of short-term profit taking.

 

No financial liabilities were categorized as held for trading as of December 31, 2013 and 2014.

 

    1. Financial liabilities measured at amortized cost

 

Financial liabilities that are not classified as liabilities at fair value through profit or loss fall into this category and are measured at amortized cost. Financial liabilities measured at amortized cost aretrade and  other payables, accrued expenses, loans and other borrowings,and other liabilities.Loans and other borrowings consist ofshort-term bank loans, two-step loans, bonds and notes, long-term bank loans and obligations under finance leases.

 

iii.   Offsetting financial instruments

 

Financial assets and liabilities are offset and the net amount is reported in the consolidated statements of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them on a net basis, or realize the assets and settle the liabilities simultaneously. The right of set-off must not be contingent on a future event and must be legally enforceable in all of the following circumstances:

 

a.     the normal course of business;

b.    the event of default; and

c.     the event of insolvency or bankruptcy of the Group and all of the counterparties.

 

iv.    Fair value of financial instruments

 

Fair value is the amount for which an asset could be exchanged, or liability settled, in an arm’s length transaction.

 

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices, without any deduction for transaction costs.

 

For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm’s length market transactions, reference to the current fair value of another instrument that is substantially the same, a discounted cash flow analysis or other valuation models.

 

An analysis of fair values of financial instruments and further details as to how they are measured are provided in Note 40

 

F-31


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

t.    Financial instruments (continued)

 

v.   Impairment of financial assets

 

The Group assesses the impairment of financial assets if there is objective evidence that a loss event has a negative impact on the estimated future cash flows of the financial assets. Impairment is recognized when the loss event can be reliably estimated. Losses expected as a result of future events, no matter how likely, are not recognized.

 

For financial assets carried at amortized cost, the Group first assesses whether impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in thecollective assessment of impairment.

 

The amount of any impairment loss identified is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate.The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognized in profit or loss.

 

For available-for-salefinancial assets, the Group assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired. When a decline in the fair value of an available-for-sale financial asset has been recognized in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss that had been recognized in other comprehensive income is recognized in profit or loss as an impairment loss. The amount of the cumulative loss is the difference between the acquisition cost (net of any principal repayment and amortization) and current fair value, less any impairment loss on that financial asset previously recognized.

 

vi.    Derecognition of financial instrument

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or when the Group transfers substantially all the risks and rewards of ownership of the financial asset.

 

The Group derecognizes a financial liability when the obligation specified in the contract is discharged or cancelled or has expired.

 

u.   Treasury stock

 

Reacquired Company shares of stock are accounted for at their reacquisition cost and classified as “Treasury Stock” and presented as a deduction to equity. The cost of treasury stock sold/transferred is accounted for using the weighted average method. The portion of treasury stock transferred for employee stock ownership program is accounted for at its fair value at grant date. The difference between the cost and the proceeds from the sale/transfer of treasury stock is credited to “Additional Paid-in Capital”.

 

F-32


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

v.   Dividends

 

Dividend for distribution to the stockholders is recognized as a liability in the consolidated financial statements in the year in which the dividend is approved by the stockholders. The interim dividend is recognized as a liability based on the Board of Directors’ decision supported by the approval from the Board of Commissioners.

 

w.   Basic and diluted earnings per share and per ADS

 

Basic earnings per share is computed by dividing profit for the year attributable to owners of the parent company by the weighted average number of shares outstanding during the year. Income per ADS is computed by multiplying the basic earnings per share by 200, the number of shares represented by each ADS.

 

The Company does not have potentially dilutive financial investments

 

x.   Segment information

 

The Group's segment information is presented based upon identified operating segments. An operating segment is a component of an entity: a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity); b) whose operating results are regularly reviewed by the Group’s chief operating decision makeri.e., the Directors, to make decisions about resources to be allocated to the segment and assess its performance; and c) for which discrete financial information is available

 

y.   Provisions

 

Provisions are recognized when the Group has present obligations (legal or constructive) as a result of past events, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligations and a reliable estimate can be made of the obligations.

 

z.   Impairment of non-financial assets

 

The Group assesses, at the end of each reporting period, whether there is an indication that an asset may be impaired. If such indication exists, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the Group determines the recoverable amount of the Cash-Generating Unit (“CGU”) to which the asset belongs (“the asset’s CGU”).

 

The recoverable amount of an asset (either individual asset or CGU) is the higher of the asset’s fair value less costs to sell and its value in use. Where the carrying amount of the asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing the value in use, the estimated net future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

 

F-33


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

z.   Impairment of non-financial assets (continued)

 

In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, the Group uses an appropriate valuation model to determine the fair value of the asset. These calculations are corroborated by valuation multiples or other available fair value indicators.

 

Impairment losses of continuing operations are recognized in  profit or loss as part of “Depreciation and Amortization” in the consolidated statements of comprehensive income.

 

An assessment is made at the end of each reporting period as to whether there is any indication that previously recognized impairment losses for an asset, other than goodwill, may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss for an asset, other than goodwill, is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited such that the carrying amount of the asset does not exceed its recoverable amount, nor exceeds the carrying amount that would have been determined, net of depreciation, had no impairment been recognized for the asset in prior periods. Reversal of an impairment loss is recognized in profit or loss.

 

Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized. Impairment loss relating to goodwill cannot be reversed in future periods.

 

aa.  Changes in accounting policies and disclosures

 

Implementation of Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)

 

The Group appliedOffsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) retrospectively in the current period in accordance with the transitional provisions set out in the amendments.The comparative balances are accordingly restated.

 

These amendments clarify, among others things,that the right to setoff must not only be legally enforceable in the normal course of business, but must also be enforceable in the events of default, bankruptcy or insolvency of all of the counterparties to contracts, including the Group itself.

 

The Group re-assessed its contracts that include an enforceable right to setoff in the normal course of business and the prevailing laws and regulations, and concluded that the right to setoff would not remain and be exercisable in the event of default, insolvency or bankruptcy. Accordingly, the set-off criterion is not met and the financial asset and liability should not be offset, and the gross amount is presented in the consolidated statement of financial position.

 

 

F-34


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

aa.  Changes in accounting policies and disclosures (continued) 

 

As a result of the amendments, the comparative figures in the consolidated statements of financial position have been restated as follows:

 

 

Before restatement

 

Restatement

 

After restatement

 

Consolidated statement of financial position as of December 31, 2013

 

 

 

 

 

 

Trade and other receivables

6,421

 

597

 

7,018

 

Total current assets

33,075

 

597

 

33,672

 

Total assets

127,796

 

597

 

128,393

 

Trade and other payables

11,988

 

597

 

12,585

 

Total current liabilities

28,437

 

597

 

29,034

 

Total liabilities

51,142

 

597

 

51,739

 

Total liabilities and equity

127,796

 

597

 

128,393

 

 

The implementation of IAS 32, Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32, did not have impact on the consolidated statements of comprehensive income, changes in equity and cash flows.

 

Other amended standards

 

The Group has also applied, for the first time, Operating Segments (Amendments to IFRS 8). These amendments require, among other things, an entity to disclose the judgments made by management in applying the aggregation criteria of operating segments, including a brief description of operating segments that have been aggregated and the economic characteristics used to assess whether the segments are similar. The required disclosures are provided in Note 36.

 

Several other new and amended standards and interpretation also applied for the first time in 2014. However, they did not impact the consolidated financial statements of the Group.

 

ab. Critical accounting estimates, judgments and assumptions

 

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

 

F-35


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

ab. Critical accounting estimates, judgments and assumptions (continued)

 

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

 

                i.      Retirement  benefits

 

The present value of the pension benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in the assumptions will impact the carrying amount of the retirement benefit obligations.

 

The Group determines the appropriate discount rate at the end of each reporting period. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the obligations. In determining the appropriate discount rate, the Group considers the interest rates of Government bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related retirement benefit obligations.

 

If there is an improvement in the ratings of such Government bonds or a decrease in interest rates as a result of improving economic conditions, there could be a material impact on the discount rate used in determining the post-employment benefits obligations.

 

Other key assumptions for pension benefit obligations are based in part on current market conditions. Additional information is disclosed in Notes 3 and 34

 

ii.    Useful lives of property and equipment

 

The Group estimates the useful lives of its property and equipment based on expected asset utilization, considering strategic business plans, expected future technological developments and market behavior. The estimates of useful lives of property and equipment are based on the Group’s collective assessment of industry practice, internal technical evaluation and experience with similar assets.

 

The Group reviews its estimates of useful lives at least at each financial year end and such estimates are updated if expectations differ from previous estimates due to changes in expectation of physical wear and tear, technical or commercial obsolescence and legal or other limitations on the continuing use of the assets. The amounts of recorded expenses for any year will be affected by changes in these factors and circumstances. A change in the estimated useful lives of the property and equipment is a change in accounting estimate and is applied prospectively in profit or loss in the period of the change and future periods.

 

Details of the nature and carrying amounts of property and equipment is disclosed in Note 12

 

iii.   Provision for impairment of receivables

 

The Group assesses whether there is objective evidence that trade and other receivables have been impaired at the end of each reporting period. Provision for impairment of receivables is calculated based on a review of the current status of existing receivables and historical collection experience. Such provisions are adjusted periodically to reflect the actual and anticipated experience. Details of the nature and carrying amounts of provision for impairment of receivables are disclosed in Note 7.

 

F-36


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

 

ab. Critical accounting estimates, judgments and assumptions (continued) 

 

iv.   Income taxes

 

Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the year in which such determination is made. Details of the nature and carrying amounts of income tax are disclosed in Note 32

 

v.   Impairment of non-financial assets

 

The Group annually assesses whether goodwill is impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its recoverable amount. The recoverable amount of an asset or a CGU is determined based on the higher of its fair value less costs to sell and its value in use, calculated on the basis of management’s assumptions and estimates.

 

The Group determines the estimated recoverable amount based on the future cash flow projections from the continuing use of the asset and the net cash flows to be received for the disposal of an asset at the end of its useful life. These projections are estimated for the asset in its current condition and do not include future cash flows that are expected to arise from (a) a future restructuring to which the Group is not yet committed and (b) improving or enhancing the asset’s performance.

 

The assessment  of recoverable amount is sensitive to management’s judgments in estimatingfuture forecasted cash flows, as well as the selection of discount rate, and technological and economic obsolescence rate. These judgments are applied based on management’sunderstandin of historical and current information, and expectations of the Group’s future plan and performance. Further details are presented in Note 12

 

3.   BUSINESS COMBINATIONS

 

a.     Acquisition

 

Acquisition of PT GCI 

 

On January 17, 2013, Sigma signed a sale and purchase of shares agreement and transfer of debt with Landeskreditbank Baden-Wurttemberg-Forderbank (“L-Bank”) and Step Stuttgarter Engineering Park Gmbh (“STEP”) as the shareholders of PT German Centre Indonesia (“GCI”). Further, on April 30, 2013 Sigmaboughtall shares owned by L-Bank and STEP in GCI. Through this acquisition, Sigma enlarged its data center capacity that can be offered to its customers.

 

Acquisition of Patrakom

 

On September 25, 2013, based on notarial deed No. 22 of Ashoya Ratam, S.H.,M.Kn,the Company entered  into a Sale  and Purchase Agreement (SPA) with PT ELNUSA Tbk to acquire 40%  ownership in Patrakom for Rp45.6 billion. As a result, the Company’s ownership in Patrakom increased from 40% to 80% (Note 11). 

 

Further, on November 29, 2013, based on notarial deed No. 54 dated November 29, 2013 of Ashoya Ratam, S.H., M.Kn.,the Company signed a SPA with PT Tanjung Mustika Tbk to acquire the remaining 20% ownershipin Patrakom for Rp24.8 billion.

 

F-37


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

3.    BUSINESS COMBINATIONS (continued)

 

a.     Acquisitions (continued) 

 

Patrakom is a satellite-based closed fixed telecommunications network operator and provider of communications solutions and network with a permit as Operator of Micro Earth Stations Communications Systems in partnership with manufacturers of telecommunications equipment to serve various companies Through this  acquisition, the Company can integrate Patrakom’s business activities in accordance with the Company’s business development plan.

 

The fair value of the assets acquired and liabilitiesassumedat  the acquisition dates are  as follows

 

 

GCI

 

Patrakom

 

Total

 

Cash and cash equivalents

3

 

39

 

42

 

Other current assets

18

 

122

 

140

 

Property and equipment (Note 12)

225

 

171

 

396

 

Current liabilities

(15

)

(171

)

(186

)

Non-current liabilities

(16

)

(45

)

(61

)

Fair value of the identifiable net assets acquired

215

 

116

 

331

 

Bargain purchase

(42

)

 

-

(42

)

Fair value of previously held equity interests

 

-

(46

)

(46

)

Fair value of the consideration transferred

173

 

70

 

243

 

 

The excess of fair value of the identifiable net assetsacquiredover thefair value of the consideration transferred, amounting Rp42 billion, wasrecorded as part of “Other Income” in the 2013 consolidated statement of comprehensive income. Cost related to the acquisition amountingto Rp4.3 billion was incurred in 2013.

 

Since the acquisition dates, GCI and Patrakom have generated operating revenue amounting to Rp374 billion.

 

Acquisition of CCA

 

On June 14, 2014, the shareholders of CCA and Telkom Australia entered into an agreement to purchase 75% ownership in CCA for AU$10,843,000 or equivalent to Rp11 billion. The acquisition was completed on September 25, 2014.

 

CCA is a private company based in Surry Hills, Sydney and was established in 2002. This company provides comprehensive and integrated Business Process Outsourcing solutions with other services for a complete end-to-end solution.

 

 

F-38


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

3.   BUSINESS COMBINATIONS (continued)

 

a.     Acquisitions (continued) 

 

The fair values of the assets acquired and liabilities assumedat the acquisition dates were as follows: 

 

Cash and equivalents

5

 

Trade receivable

20

 

Other current assets

1

 

Property and equipment (Note 12)

6

 

Intangible assets (Note 14)

78

 

Long-term prepaid rental

4

 

Current liabilities

(29)

 

Non-current liabilities

(2)

 

Fair value of identifiable net asset acquired

100

 

Fair value of non-controlling interest

(39)

 

Goodwill (Note 14)

54

 

Fair value of consideration transferred

115

 

 

The goodwill of Rp54 billion comprises the fair value of expected synergies arising from the acquisition None of the goodwill recognized is expected to be deductible for income tax purposes.

 

Since itsacquisition date, CCA has generated revenue amounting to Rp72 billion. The net cash flow to acquire control, net ofcash acquired, amounted toRp110 billion.

 

b.    Disposal  of PT Indonusa  Telemedia (“Indonusa”)

 

On October 8, 2013, the Company sold 80% of its ownership in Indonusa to PT Trans Corpora and PT Trans Media Corpora for Rp926 billion. Further, on the same date, the Company, Metra and PT Trans Corpora signed a Shareholders Agreement that established mutual relationship with the shareholders of Indonusa, including the grant of the right to the Company and Metra to sell their 20% remaining ownership in Indonusa to PT Trans Corpora at any time in 24 months after the second year ofthe closing transaction at a certain price (Put Option). 

 

The Company hasreceived the full payment for the 80%-ownershipsale transaction.  

 

The Company recognized the gain on sale of Indonusa shares in the 2013 consolidated statement of comprehensive incomeas follows:

 

 

Amount

 

Fair value of considerationreceived: 

 

 

Cash

926

 

Put Option 

289

 

Fair value of interest retained in Indonusa (Note 11)

182

 

Carrying amount of assets and liabilities of Indonusa

(14)

 

Gain on sale of shares

1,383

 

 

F-39


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

4.   TRANSLATION OF RUPIAH INTO UNITED STATES DOLLAR

 

The consolidated financial statements are stated in Indonesian rupiah.The translation of the Indonesian rupiah amounts into U.S. dollar amounts are included solely for the convenience of the readers and has been made using the average of the market buy and sell rates of Rp12,385  to US$ as published by Reuters on December 31, 2014. The convenience translation should not be construed as representations that the Indonesian rupiah amounts have been, could have been, or could in the future be, converted into U.S. dollar at this or any other rate of exchange.

 

 

5.   CASH AND CASH EQUIVALENTS

 

The breakdown of cash and cash equivalents is as follows:

 

 

2013

 

2014

 

Cash on hand

7

 

24

 

Cash in banks

 

 

 

 

Related parties

 

 

 

 

Rupiah

 

 

 

 

PT Bank Mandiri (Persero) Tbk (“Bank Mandiri”) 

804

 

611

 

PT Bank Negara Indonesia (Persero) Tbk (“BNI”)

409

 

384

 

PT Bank Rakyat Indonesia (Persero) Tbk (“BRI”)

70

 

213

 

Others

6

 

26

 

 

1,343

 

1,234

 

Foreign currencies

 

 

 

 

Bank Mandiri 

458

 

230

 

BNI

224

 

332

 

BRI

75

 

104

 

Others

0

 

0

 

 

757

 

666

 

Sub-total

2,100

 

1,900

 

Third parties

 

 

 

 

Rupiah

 

 

 

 

Others (each below Rp75 billion)

22

 

176

 

Foreign currencies

 

 

 

 

Standard Chartered Bank (“SCB”)

313

 

398

 

The Hongkong and Shanghai Banking Corporation Ltd.

66

 

95

 

Others

36

 

87

 

 

415

 

580

 

Sub-total

636

 

756

 

Total cash in banks

2,736

 

2,656

 

 

 

F-40


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

5.   CASH AND CASH EQUIVALENTS (continued)

 

 

2013

 

2014

 

Time deposits

 

 

 

 

Related parties

 

 

 

 

Rupiah

 

 

 

 

BRI

2,445

 

4,443

 

BNI

1,975

 

1,285

 

Bank Mandiri 

1,271

 

852

 

PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk (“BJB”)

245

 

54

 

PT Bank Tabungan Negara (Persero) Tbk (“BTN”)

375

 

25

 

Others

50

 

11

 

 

6,361

 

6,670

 

Foreign currencies

 

 

 

 

BRI

3,260

 

1,713

 

Bank Mandiri

-

 

248

 

BNI

264

 

8

 

 

3,524

 

1,969

 

Sub-total

9,885

 

8,639

 

Third parties

 

 

 

 

Rupiah

 

 

 

 

PT Bank CIMB Niaga Tbk (”Bank CIMB Niaga”)

83

 

2,057

 

PT Bank Permata Tbk (“Bank Permata”)

40

 

1,350

 

PT Bank Mega Tbk (“Bank Mega”)

275

 

1,057

 

PT Bank UOB Indonesia (“UOB”)

10

 

100

 

PT Bank Ekonomi Raharja Tbk (“Bank Ekonomi”)

73

 

75

 

PT Bank Muamalat Indonesia Tbk (“Bank Muamalat”)

150

 

66

 

PT Bank Central Asia Tbk (“BCA”)

599

 

23

 

PT Bank Tabungan Pensiunan Nasional Tbk (“BTPN”)

136

 

1

 

PT Bank Yudha Bhakti

145

 

-

 

PT Bank Internasional Indonesia Tbk (“BII”)

126

 

-

 

Others (each below Rp75  billion)

187 

 

133

 

 

1,824

 

4,862

 

Foreign currencies

 

 

 

 

Bank Permata

-

 

720

 

PT Bank OCBC NISP Tbk (“OCBC NISP”)

244

 

448

 

Bank Mega

-

 

323

 

 

244

 

1,491

 

Sub-total

2,068

 

6,353

 

Total time deposits

11,953

 

14,992

 

Grand Total

14,696

 

17,672

 

 

 

F-41


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

5.   CASH AND CASHEQUIVALENTS (continued)

 

Interest rates per annum on time deposits are as follows:

 

 

2013

 

2014

 

Rupiah

1.00%-11.50%

 

4.00%-11.50%

 

Foreign currencies

0.03%-3.00%

 

0.03%-3.00% 

 

 

The related parties in which the Group placesits funds are state-owned banks. The Group placed the majority of its cash and cash equivalents in these banks because they have the most extensive branch networks in Indonesia and are considered to be financially sound banks, as they are owned by the State.

 

Refer to Note 3 for details of related party transactions.

 

 

6.   OTHER CURRENT FINANCIAL ASSETS

 

The breakdown of other current financial assets is as follows:

 

 

2013

 

2014

 

Time deposits

 

 

 

 

Related parties

 

 

 

 

Bank Mandiri

-

 

100

 

BRI

1,000

 

-

 

Others

22

 

-

 

Sub-total

1,022

 

100

 

Third parties

 

 

 

 

SCB

1,859

 

10

 

Bank CIMB Niaga

1,800

 

-

 

OCBC NISP

1,600

 

-

 

Others

7

 

-

 

Sub-total

5,266

 

10

 

Total time deposits

6,288

 

110

 

Available-for-sale financial assets

 

 

 

 

Related parties

 

 

 

 

Government

133

 

130

 

State-owned enterprises

74

 

55

 

Others

17

 

17

 

Sub-total

224

 

202

 

Third parties

48

 

52

 

Total available-for-sale financial assets

272

 

254

 

Escrow account - related party

-

 

2,121

 

Others

312

 

312

 

Total

6,872

 

2,797

 

 

As of December 31, 2013 and 2014, time deposits denominated in foreign currencyamounted toRp59billion and Rp110  billion, respectively.

 

Escrow account represents Telkomsel’s account in BNI, in relation to the Conditional Business Transfer Agreement between Telkomsel and the Company (Note 38c.ii). 

 

F-42


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

6.   OTHER CURRENT FINANCIAL ASSETS (continued) 

 

The time deposits have maturities of more than three months but not more than one year, with interest rates as follows:

 

201

 

201

 

Rupiah

1.60%-10.50% 

 

-

 

Foreign currency

1.00%-1.10%

 

0.85%-1.00%

 

 

Refer to Note 35 for details of related party transactions.

 

7.   TRADE AND OTHER RECEIVABLES

 

The breakdown of trade and other receivables is as follows:

 

 

201

(Restated)

 

201

 

Trade receivables

9,495

 

10,093

 

Provision for impairment of receivables

(2,872 

)

(3,096

)

Net

6,623

 

6,997

 

Other receivables

403

 

392

 

Provision for impairment of receivables

(

)

(9

)

Net

395

 

383

 

Total trade and other receivables 

7,018

 

7,380

 

 

Trade receivables arise from services provided to both retail and non-retail customers, with details as follows:

 

a.   By debtor

 

(i)     Related parties

 

 

201

(Restated)

 

201

 

Government agencies

842

 

1,186

 

State-owned enterprises

877

 

458

 

Indonusa

180

 

290

 

PT Indosat Tbk (“Indosat”)

249

 

195

 

CSM

45

 

52

 

Others

243

 

271

 

Total

2,436

 

2,452

 

Provision for impairment of receivables

(555 

)

(721

)

Net

1,881

 

1,731

 

       

 

F-43


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

7.   TRADE AND OTHER RECEIVABLES (continued) 

 

a.   By debtor (continued)

 

(ii)   Third parties

 

 

201

(Restated)

 

201

 

Individual and business subscribers

6,42

 

6,856

 

Overseas international carriers

63

 

785

 

Total

7,059

 

7,641

 

Provision for impairment of receivables

(2,317 

)

(2,375

)

Net

4,742

 

5,266

 

       

 

b.   By age

 

(i)   Related parties

 

 

201

(Restated)

 

201

 

Up to 6 months

1,677

 

1,540

 

7 to 12 months

320

 

214

 

More than 12 months

439

 

698

 

Total

2,436

 

2,452

 

Provision for impairment of receivables

(555 

)

(721

)

Net

1,881

 

1,731

 

 

 

(ii)   Third parties

 

 

201

(Restated)

 

201

 

Up to months

4,323

 

4,556 

 

More than 3 months

2,736

 

3,085 

 

Total

7,059

 

7,641

 

Provision for impairment of receivables

(2,317 

)

(2,375

)

Net

4,742

 

5,266

 

 

 

 

F-44


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

7.   TRADE AND OTHER RECEIVABLES (continued) 

 

b.   By age (continued)

 

(iii)   Aging of total trade receivables

 

2013 (Restated)

 

2014

 

 

Gross

 

Provision for impairment of receivables

 

Gross

 

Provision for impairment of receivables

 

Not past due

3,974

 

10

 

3,595

 

127

 

Past due up to 3 months

1,727

 

401

 

2,294

 

262

 

Past due more than 3 to 6 months

724

 

321

 

645

 

321

 

Past due more than 6 months

3,070

 

2,140

 

3,559

 

2,386

 

Total

9,495

 

2,872

 

10,093

 

3,096

 

 

The Group has made provision for impairment of receivables based on the collective assessment of historical impairment rates and individual assessment of its customers’ credit history. The Group does not apply a distinction between related party and third party receivables in assessing amounts past due. As of December 31, 2013 and 2014, the carrying amounts of trade receivables of the Group considered past due but not impaired amounted to Rp2,659 billion and Rp3,529 billion, respectively. Management believes that receivables past due but not impaired, along with receivables that are neither past due nor impaired, are due from customers with good credit history and are expected to be recoverable.

 

c.   By currency

 

(i)    Related parties

 

 

201

(Restated)

 

201

 

Rupiah

2,406

 

2,426

 

U.S. dollar

30

 

26

 

Total

2,436

 

2,452

 

Provision for impairment of receivables

(555 

)

(721

)

Net

1,881

 

1,731

 

 

 

F-45


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

7.   TRADE AND OTHER RECEIVABLES (continued)

 

c.   By currency (continued)

 

(ii)   Third parties

 

 

201

(Restated)

 

201

 

Rupiah

6,11

 

6,55

 

U.S. dollar

94

 

1,05

 

Australian dollar

-

 

31

 

Euro

1

 

3

 

Hong Kong dollar 

1

 

1

 

Total

7,059

 

7,641

 

Provision for impairment of receivables

(2,317 

)

(2,375

)

Net

4,742

 

5,266

 

 

d.   Movements in the provision for impairment of receivables

 

 

201

 

201

 

Beginning balance

2,047

 

2,872

 

Provision recognized during the year (Note 30)

1,589

 

784

 

Receivables writtenoff

(622

)

(560

)

Acquisition of business

1

 

-

 

Divestment

(158

)

-

 

Reclassification

15

 

-

 

Ending balance

2,872

 

3,096

 

 

The receivables written off relate to both related party and third party receivables.

 

Management believes that the provision for impairment of receivables is adequate to cover losses on uncollectible receivables.

 

As of December 31, 2014, certain trade receivables of the subsidiaries amounting to Rp2,571 billion have been pledged as collateral under lending agreements (Notes 18 and 19).

 

Refer to Note 3 for details of related party transactions.

 

F-46


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

8.   INVENTORIES

 

The breakdown of inventories is as follows:

 

 

2013

 

2014

 

Components

272

 

279

 

SIM cards, RUIM cards, set top boxes and blank prepaid vouchers

102

 

105

 

Others

157

 

133

 

Total

531

 

517

 

Provision for obsolescence

 

 

 

 

Components

(21

)

(15

)

SIM cards, RUIM cards, set top boxes and blank prepaid vouchers

(1

)

(28

)

Others

-

 

0

 

Total

(22

)

(43

)

Net

509

 

474

 

                                                                                                                                                                  

Movements in the provision for obsolescence are as follows:

 

 

2013

 

2014

 

Beginning balance

148

 

22

 

Provision (reversal) recognized during the year

(29

)

39

 

Inventory writtenoff 

-

 

(18

)

Reclassification

(96

)

-

 

Divestment

(1

)

-

 

Ending balance

22

 

43

 

                                                                                                                                 

The inventories recognized as expense and included in operations, maintenance and telecommunication service expenses for the years ended December 31, 2012, 2013 and 2014 amounted toRp633 billion, Rp752  billion and Rp1,031 billion, respectively (Note 29). 

 

Management believes that the provision is adequate to cover losses from decline in inventory value due to obsolescence.

 

Certain inventories of the subsidiaries amounting to Rp57  billion have been pledged as collateral under lending agreements (Notes 1 and 19). 

 

As of December 31, 2013 and 2014, modules and components with book value amounting to Rp280  billon and Rp237 billion, respectively, which are held by the Group have been insured against fire, theft and other specific risks.Modules are recorded as part of property and equipment. Total sum insured as of December 31, 2013 and 2014amounted to Rp261 billion and Rp266  billion, respectively.

 

Management believes that the insurance coverage is adequate to cover potential losses of inventories arising from the insured risks.

 

 

F-47


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

9.   ADVANCES AND PREPAID EXPENSES

 

The breakdown of advances and prepaid expenses is as follows:

 

 

2013

 

2014

 

Frequency license (Notes 38c.i and 38c.ii)

2,330

 

2,699

 

Prepaid rental

744

 

983

 

Advances

297

 

410

 

Salaries

209

 

218

 

Deferred expense

124

 

51

 

Insurance

84

 

34

 

Others (each below Rp75  billion)

14

 

338

 

Total

3,93

 

4,733

 

 

Refer to Note 3 for details of related party transactions.

 

10.  ASSETS HELD FOR SALE

 

This account represents the carrying amount of Telkomsel’s equipment units to be exchanged with equipment units of Nokia Siemens Network Oy (“NSN Oy”) and PT Huawei Tech Investment (“PT Huawei”). The amount will be used as part of the settlement for the acquisition of equipment units from these companies.

 

As of December 31, 2013 and 2014, Telkomsel’s equipment units with net carrying amount of Rp105 billion and Rp57 billion, respectively,are presented as assets held for salein the consolidated statements of financial position (Note 12c.vi). 

 

Assets held for sale are presented under the personal segment (Note 36). 

 

 

11.  LONG-TERM INVESTMENTS

 

The details of long-term investments as of December 31, 2013 are as follows:

       

 

2013

 

 

Percentage of ownership

 

Beginning balance

 

Additions (Deductions)

 

Share of net (loss) profit of associated companies

 

Dividend

 

Translations

 

Ending balance

 

Long-term

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in associated companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indonusab

20.00

 

-

 

182

 

7

 

-

 

-

 

189

 

PT Melon Indonesia ` (“Melon”)d

51.00

 

42

 

-

 

(3

)

-

 

-

 

39

 

PT Integrasi Logistik Cipta Solusi (“ILCS”)e

49.00

 

48

 

-

 

(11

)

-

 

-

 

37

 

Telin Malaysiaf

49.00

 

-

 

20

 

(6

)

-

 

4

 

18

 

CSMg

25.00

 

20

 

-

 

(20

)

-

 

-

 

-

 

PSNh

22.38

 

-

 

-

 

-

 

-

 

-

 

-

 

Patrakomi

40.00

 

46

 

(46

)

2

 

(2

)

-

 

-

 

Scicomj

29.71

 

98

 

(88

)

2

 

(3

)

(9

)

-

 

Sub-total

 

 

254

 

68

 

(29

)

(5

)

(5

)

283

 

Other long-term investments

 

 

21

 

-

 

-

 

-

 

-

 

21

 

Total long-term investments

 

 

275

 

68

 

(29

)

(5

)

(5

)

304

 

 

F-48


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

11.  LONG-TERM INVESTMENTS (continued)

 

Summarized financial information of the Group’s investments accounted under the equity method for 2013:

 

 

Indonusa

 

Melon

 

ILCS

 

Telin Malaysia

 

CSM

 

PSN

 

Statements of financial position

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

124

 

73

 

64

 

33

 

222

 

183

 

Non-current assets

1,426

 

17

 

24

 

4

 

1,051

 

634

 

Current liabilities

(662 

)

(21

)

(12

)

(1

)

(1,091

)

(1,418

)

Non-current liabilities

(7

)

(1

)

 

(1)

-

 

(296

)

(730

)

Equity (deficit)

881

 

68

 

75

 

36

 

(114

)

(1,331

)

Statements of comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

363

 

73

 

4

 

0

 

306

 

462

 

Cost of revenues and operating expenses

(517

)

(79

)

(27

)

(11

)

(420

)

(460

)

Other (expenses) income, including finance costs - net

(9

)

-

 

1

 

-

 

(124

)

(57

)

Loss before tax

(163

)

(6

)

(22

)

(11

)

(238

)

(55

)

Net income taxbenefit 

39

 

-

 

-

 

-

 

57

 

-

 

Loss for the year

(124

)

(6

)

(22

)

(11

)

(181

)

(55

)

 

The details of long-term investments as of December 31, 2014 are as follows:

 

 

2014

 

 

 

 

Percentage of ownership

 

Beginning balance

 

Additions (Deductions)

 

Share of net (loss) profit of associated companies

 

Translations

 

Ending balance

 

Long-term

 

 

 

 

 

 

 

 

 

 

 

 

Investments in associated companies

 

 

 

 

 

 

 

 

 

 

 

 

Tiphonea

24.92

 

-

 

1,395

 

(3

)

-

 

1,392

 

Indonusab

20.00

 

189

 

32

 

-

 

-

 

221

 

PT Teltranet Aplikasi Solusi (“Teltranet”)c

51.00

 

-

 

52

 

(0

)

-

 

5

 

Melond

51.00

 

39

 

-

 

4

 

-

 

43

 

ILCSe

49.00

 

37

 

-

 

1

 

-

 

38

 

Telin Malaysiaf

49.00

 

18

 

8

 

(19

)

(1

)

6

 

CSMg

25.00

 

-

 

-

 

-

 

-

 

 

 

Sub-total

 

 

283

 

1,487

 

(17

)

(1

)

1,752

 

PSNh

14.60

 

-

 

-

 

-

 

-

 

-

 

Other long-term investments

 

 

21

 

(6

)

-

 

-

 

15

 

Total long-term investments

 

 

304

 

1,481 

 

(17

)

(

)

1,767 

 

 

 

 

F-49


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

11.  LONG-TERM INVESTMENTS (continued)

 

Summarized financial information of the Group’sinvestmentsaccounted under the equity method for 2014:

 

 

Tiphone

 

Indonusa

 

Teltranet

 

Melon

 

ILCS

 

Telin Malaysia

 

CSM

 

Statements of financial position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

4,469

 

396

 

104

 

101

 

86

 

8

 

157

 

Non-current assets

1,259

 

365

 

0

 

36

 

24

 

4

 

933

 

Current liabilities

(2,465

)

(382

)

0

 

(51

)

(31

)

(1

)

(1,297

)

Non-current liabilities

(275

)

(605

)

-

 

(2

)

(2

)

-

 

(317)

 

Equity (deficit)

2,988

 

(226

)

104

 

84

 

77

 

11

 

(524)

 

Statements of comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

14,590

 

387

 

-

 

134

 

99

 

8

 

173

 

Cost of revenues and operating expenses

(14,082

)

(426

)

(1

)

(129

)

(97

)

(49

)

(382

)

Other (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income, including finance costs – net

(96

)

(35

)

1

 

3

 

0

 

(0

)

13

 

Profit (loss) before tax

412

 

(74

)

(0

)

8

 

2

 

(41

)

(196

)

Net income tax expense

(107

)

-

 

-

 

0

 

-

 

-

 

-

 

Profit (loss) for the year

305

 

(74

)

(0

)

8

 

2

 

(41

)

(196

)

 

a   Tiphone was established on June 25, 2008 as PT Tiphone Mobile Indonesia Tbk.Tiphoneis engaged in the telecommunication equipment business, such asfor celullar phone including spare parts, accessories, pulse reload vouchers, repair service and content provider through its subsidiaries.On September 18, 2014, the Company through PINS acquired 25% ownership in Tiphone for  Rp1,395 billion. As of December 31, 2014, the fair value of the investment is Rp1,632billion. The fair value is calculated by multiplying the number of shares by the published price quotation as of December 31, 2014 (Rp930 per share).

 

Reconciliation of financial information to the carrying amount of long-term investment in Tiphone is as follows:

 

Assets

5,728 

 

Liabilities

(2,740

)

Net assets

2,988

 

Group’s proportionate share of net assets (24.92%)

745

 

Goodwill

647

 

Carrying amount of long-term investment

1,392

 

 

b   Indonusa had been a subsidiary of the Company until 2013 when the Company disposed 80% of its interest in Indonusa (Note3b).On May 14, 2014, based on the Circular Resolution of the Stockholders of Indonusaas covered by notarial deed No. 57 dated April 23, 2014 of FX Budi Santoso Isbandi, S.H., which was approved by the MoLHR in its LetterNo. AHU-02078.40.20.2014 dated April 29, 2014, Indonusa’s stockholders approved an increase in its issued and fully paid capital by  Rp80 billion. The Company has waived its right to own the new shares issued and transferred it to Metra and as a result Metra’s ownership in Indonusa increased to 4.33%.

c    Investment in Teltranet is accounted for under theequity method, which covered on an agreement between Metra and Telstra Holding Singapore Pte. Ltd. on August 29, 2014. Teltranet is engaged in communication system  services. Metra does not have control as it does not determinethe financial and operating policies of Teltranet.

d    Melon is engaged in providing Digital Content Exchange Hub services (“DCEH”). Metra does not have control over Melondue to the existence of substantive participating rights held by the other venturer over the financial and operating policies of Melon

e    ILCS is engaged in providing E-trade logistic services and other related services.

f   Telin Malaysia is engaged in telecommunication services in Malaysia.

g   CSM is engaged in providing Very Small Aperture Terminal (“VSAT”), network application services and consulting services on telecommunications technology and related facilities. The unrecognized share of losses of CSM for the years ended December 31, 2013 and 2014 are Rp80 billion and Rp131 billion, respectively.

 

F-50


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

11.  LONG-TERM INVESTMENTS (continued)

 

h   PSN is engaged in providing satellite transponder leasing and satellite-based communication services in the Asia-Pacific Region. The Company’s share in losses of PSN has exceeded the carrying amount of its investment since 2001; accordingly, the investment value has been reduced to Rpnil. The unrecognized share of losses of PSN for the year ended December 31, 2013 is Rp29 billion. In 2014, the Company’s ownership interest in PSN was diluted to 14.60%. Accordingly, the Company’s investment in PSN is not accounted for under the equity method.

i   Patrakom is engaged in providing satellite communication system services, related services and facilities to companies in the petroleum industry. Patrakom has been consolidated since 2013 (Notes 1d and 3a).

j     Scicom is engaged in providing call center services in Malaysia. On September 19, 2013, the Company sold its investment in  Scicom (MSC) Berhad-Malaysia (Scicom), with the proceeds of disposal and the carrying amount of the investment on the date of disposal amounting to Rp153 billion and Rp88 billion, respectively, resulting in a gain of Rp65 billion.

 

12.  PROPERTY AND EQUIPMENT

 

The details of property and equipment are as follows:

 

 

January 1, 2013

 

Business acquisition

 

Divestment

 

Additions

 

Deductions

 

Reclassifications/Translations

 

December 31, 2013

 

At cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land rights

977

 

110

 

-

 

13

 

-

 

(2

)

1,098

 

Buildings

3,787

 

120

 

-

 

98

 

(1

)

220

 

4,224

 

Leasehold improvements

783

 

-

 

-

 

24

 

(27

)

32

 

812

 

Switching equipment

23,833

 

-

 

-

 

428

 

(2,896

)

(2,577

)

18,788

 

Telegraph, telex and data communication equipment

19

 

-

 

-

 

-

 

-

 

(13

)

6

 

Transmission installation and equipment

88,170

 

-

 

(30

)

4,947

 

(1,641

)

10,098

 

101,544

 

Satellite, earth station and equipment

7,267

 

158

 

(110

)

56

 

(2

)

87

 

7,456

 

Cable network

28,024

 

-

 

(601

)

2,084

 

(117

)

(37

)

29,353

 

Power supply

10,434

 

3

 

(0

)

253

 

(71

)

1,136

 

11,755

 

Data processing equipment

8,535

 

-

 

(1

)

973

 

(283

)

129

 

9,353

 

Other telecommunications peripherals

282

 

-

 

-

 

230

 

-

 

(10

)

502

 

Office equipment

695

 

5

 

(11

)

138

 

(9

)

(41

)

777

 

Vehicles

71

 

0

 

(1

)

305

 

(1

)

(16

)

358

 

CPE assets

22

 

-

 

-

 

-

 

-

 

-

 

22

 

Other equipment

111

 

-

 

(2

)

-

 

-

 

(5

)

104

 

Property under construction

1,312

 

-

 

-

 

15,349

 

-

 

(14,690

)

1,971

 

Total

174,322

 

396

 

(756

)

24,898

 

(5,048

)

(5,689

)

188,123

 

 

 

 

January 1, 2013

 

Divestment

 

Additions

 

Impairments

 

Deductions

 

Reclassifications/Translations

 

December 31, 2013

 

Accumulated depreciation and impairment losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land rights

139

 

-

 

25

 

-

 

-

 

(2

)

162

 

Buildings

1,739

 

-

 

163

 

-

 

(0

)

(62

)

1,840

 

Leasehold improvements

609

 

-

 

67

 

-

 

(27

)

-

 

649

 

Switching equipment

17,146

 

-

 

1,988

 

-

 

(2,718

)

(3,466

)

12,950

 

Telegraph, telex and datacommunication equipment

16

 

-

 

-

 

-

 

-

 

(13

)

3

 

Transmission installation and equipment

42,004

 

(3

)

8,507

 

321

 

(1,535

)

(1,269

)

48,025

 

Satellite, earth station and equipment

4,684

 

(142

)

663

 

226

 

(2

)

(239

)

5,190

 

Cable network

17,490

 

(181

)

1,055

 

49

 

(106

)

(317

)

17,990

 

Power supply

5,982

 

(0

)

1,171

 

-

 

(67

)

(292

)

6,794

 

Data processing equipment

6,616

 

(1

)

775

 

-

 

(264

)

(221

)

6,905

 

Other telecommunications peripherals

260

 

-

 

18

 

-

 

-

 

(10

)

268

 

Office equipment

555

 

(6

)

73

 

-

 

(7

)

(49

)

566

 

Vehicles

61

 

(1

)

26

 

-

 

(1

)

(16

)

69

 

CPE assets

11

 

-

 

2

 

-

 

-

 

-

 

13

 

Other equipment

102

 

(1

)

4

 

-

 

-

 

(5

)

100

 

Total

97,414

 

(335

)

14,537

 

596

 

(4,727

)

(5,961

)

101,524

 

Net

76,908 

 

 

 

 

 

 

 

 

 

 

 

86,599

 

 

 

F-51


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

12.  PROPERTY AND EQUIPMENT (continued)

 

 

January 1, 2014

 

Business acquisition

 

Additions

 

Deductions

 

Reclassifications/ Translations

 

December 31, 2014

 

At cost

 

 

 

 

 

 

 

 

 

 

 

 

Land rights

1,098

 

-

 

107

 

(21

)

-

 

1,184

 

Buildings

4,224

 

-

 

131

 

(19

)

235

 

4,571

 

Leasehold improvements

812

 

-

 

49

 

(52

)

134

 

943

 

Switching equipment

18,788

 

-

 

331

 

(496

)

634

 

19,257

 

Telegraph, telex and data communication equipment

6

 

-

 

-

 

-

 

-

 

6

 

Transmission installation and equipment

101,544

 

-

 

2,793

 

(1,531

)

10,651

 

113,457

 

Satellite, earth station and equipment

7,456

 

-

 

312

 

(21

)

180

 

7,927

 

Cable network

29,353

 

-

 

3,025

 

(250

)

1,185

 

33,313

 

Power supply

11,755

 

-

 

225

 

(78

)

874

 

12,776

 

Data processing equipment

9,353

 

-

 

684

 

(74

)

381

 

10,344

 

Other telecommunications peripherals

502

 

-

 

102

 

-

 

(0

)

604

 

Office equipment

777

 

4

 

206

 

(6

)

(9

)

972

 

Vehicles

358

 

2

 

36

 

(6

)

(0

)

390 

 

CPE assets

22

 

-

 

-

 

-

 

-

 

22

 

Other equipment

104

 

-

 

-

 

-

 

(5

)

99

 

Property under construction

1,971

 

-

 

16,660

 

(15

)

(14,763

)

3,853

 

Total

188,123

 

6

 

24,66

 

(2,569 

)

(503

)

209,718

 

 

 

 

January 1, 2014

 

Additions

 

Impairments

 

Deductions

 

Reclassifications/ Translations

 

December 31, 2014

 

Accumulated depreciation and impairment losses:

 

 

 

 

 

 

 

 

 

 

 

 

Land rights

162

 

47

 

-

 

(2

)

-

 

207

 

Buildings

1,840 

 

135

 

-

 

(16

)

(5

)

1,954

 

Leasehold improvements

649

 

71

 

-

 

(52

)

1

 

669

 

Switching equipment

12,950 

 

1,572

 

-

 

(496

)

(129

)

13,897

 

Telegraph, telex and data communication equipment

3

 

1

 

-

 

-

 

-

 

4

 

Transmission installation and equipment

48,025 

 

9,717

 

406

 

(1,457 

)

(237

)

56,454

 

Satellite, earth station and equipment

5,190 

 

577

 

332

 

-

 

(0

)

6,099

 

Cable network

17,990 

 

1,207

 

67

 

(249 

)

(82

)

18,933

 

Power supply

6,794 

 

1,246

 

-

 

(62 

)

(0

)

7,978

 

Data processing equipment

6,905 

 

886

 

-

 

(7

)

(10

)

7,703

 

Other telecommunications peripherals

268

 

55

 

-

 

-

 

(0

)

323

 

Office equipment

566

 

112

 

-

 

(6

)

(7

)

665

 

Vehicles

69

 

50

 

-

 

(2

)

1

 

118

 

CPE assets

13

 

2

 

-

 

-

 

-

 

15

 

Other equipment

100

 

2

 

-

 

-

 

(5

)

97

 

Total

101,524

 

15,680

 

805

 

(2,420

)

(473

)

115,116

 

Net

86,599

 

 

 

 

 

 

 

 

 

94,602

 

 

a.   Gain on disposal or sale of property and equipment

 

 

2012

 

2013

 

2014

 

Proceeds from sale of property and equipment

360

 

466

 

501

 

Net carrying value

(144

)

(53 

)

(6

)

Gain on disposal or sale of property and equipment

216

 

413 

 

43

 

 

 

F-52


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

12.  PROPERTY AND EQUIPMENT (continued)

 

b.   Asset impairment

 

(i)       As of December 31,2013 and 2014, the CGUs that independently generate cash inflows were fixed wireline, fixed wireless, cellular and others.

 

As of December 31,2013, there were indications of impairment in the fixed wireless CGU (presented as part of personal segment), which were mainly due to increased competition in the fixed wireless market that resulted in lower average tariffs, declining active customers and declining average revenue per user. The Company assessed the recoverable value of the assets in the CGU and determined that assets for the fixed wireless CGU were impaired by Rp596 billion. The recoverable amount was determined based on value-in-use (VIU) calculations. This calculation used the most recent cash flow projection approved by management covering a five-year period and with cash flows beyond the five-year period extrapolated using a perpetuity growth rate. Management’s cash flow projection also incorporates management’s reasonable expectations for developments in macro economic conditions and market expectations for the Indonesian telecommunications industry. Management applied a pre-tax discount rate of 13.5%derived from the Company’s post-tax weighted average cost of capital and bench marked to externally available data.

 

In 2014, the Group decided to cease its fixed wireless business no later than December 14, 2015. The Company assessed the recoverable amount to be Rp549 billion as of December 31, 2014 and determined that the assets for fixed wireless CGU were further impaired by Rp805 billion. The recoverable amount has been determined based on VIU calculation using the most recent cash flow projection approved by management. The cash flow projection included cash inflows from the continuing use of the assets during the remaining service period and projected net cash flows to be received for the disposal of the assets for fixed wireless CGU at the end of the service period. Projected net cash flows to be received for the disposal of the assets were determined based on cost approach, adjusted for physical, technological and economic obsolescence. Management applied a pre-tax discount rate of 13.5% derived from the Company’s post-tax weighted average cost of capital and benchmarked to externally available data. In addition, management also applied technological and economic obsolescence rate of 30% based on the Company’s internal data, due to the lack of comparable market data because of the nature of the assets. The determination of VIU calculation is most sensitive to the technological and economic obsolescence rate assumption. An increase in technological and economic obsolescence rate to 40% would result in a further impairment of Rp70 billion.

 

Loss on impairment of assets is recognized as part of “Depreciation and Amortization” in the consolidated statements of comprehensive income.

 

(ii)      Management believes that there is no indication of impairment in the assets of other CGUs as of December 31, 2013 and 2014.

 

c.   Others

 

(i)      Interest capitalized to property under construction amounted to Rp44 billion, Rp100 billion and Rp127 billion for the years ended December 31, 2012, 2013 and 2014, respectively. The capitalization rate used to determine the amount of borrowing costs eligible for capitalization ranged from 7.72% to 9.75%, 9.75% to 13.07% and from 11% to 18.31% for the years ended December 31, 2012, 2013 and 2014, respectively.

 

(ii)     No foreign exchange loss was capitalized as part of property under construction for the years ended December 31, 2012, 2013 and 2014.

 

F-53


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

12  PROPERTY AND EQUIPMENT (continued)

 

c.   Others (continued)

 

(iii)    On August 7, 2012, Telkom-3 Satellite with a total value of Rp1,606 billion was built and launched, but failed to reach its orbit. The carrying value of the satellite was charged to other expenses in the 2012 consolidated statement of comprehensive income. Telkom-3 Satellite was insured with insurance coverage that was adequate to cover losses from the insured risks such as the event experienced by the Company. Insurance claim was made and the amount of insurance compensation amounting to Rp1,772 billion was agreed and approved by the insurer and recorded as part of “Other Income” in the 2012 consolidated statement of comprehensive income. The Company received the proceeds from the insurance claim in November 2012.

 

In 2014, the Group received proceed from the insurance claim on lost and broken property and equipment, with a total value of Rp212  billion. The proceed were  recorded as part of “Other Income” in the 2014 consolidated statement of comprehensive income. In 2014, the net carrying value of that asset of Rp50  billion was  charged toprofit or loss

 

(iv)    In 2012, Telkomsel decided to replace certain equipment units with net carrying amount of Rp1,037 billion, as part of its modernization program. Accordingly, Telkomsel changed the estimated useful lives of such equipment. In 2013 and 2014, the effect of the change is an additional depreciation expense amounting to Rp131 billion and Rp84 billion, respectively.

 

In 2014, Telkomsel decided to replace certain equipment units with net carrying amount of Rp252 billion, as part of its modernization program. Accordingly, Telkomsel changed the estimated useful lives of such equipment. In 2014, the effect of the change is an additional depreciation expense amounting to Rp252 billion.

 

(v)     In 2012, the useful lives of Telkomsel’s towers were changed from 10 years to 20 years to reflect their current economic useful lives. The impact is a reduction of depreciation expense by Rp606 billion and Rp565 billion for the years ended December 31, 2013 and 2014, respectively.

 

The impact of the change in the estimated useful lives of the towers in future periods is an increase in the profit before income tax as follows:

 

Years

Amount

 

201

469

 

201

301

 

201

92

 

 

In 2014, the useful lives of Telkomsel’s buildings and transmissions were changed from 20 years to 40 years, and from 10 years to 15 and 20 years,respectively, to reflect their current economic lives. The impact is a reduction of depreciation expense by  Rp289  billion for the year  ended December 31, 2014

 

The impact of the change in the estimated useful lives of the buildings and transmissions in future periods is an increase in the profit before income tax as follows:

 

Years

Amount

 

201

264

 

201

244

 

201

198 

 

2018

135

 

 

F-54


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

12  PROPERTY AND EQUIPMENT (continued)

 

c.   Others (continued)

 

(vi)   Exchange of property and equipment

 

In 2010 and 2012, the Company entered into a Procurement and Installation Agreement for the Modernization of the Copper Cable Network through Optimization of Asset Copper Cable Network through Trade In/Trade Off method with PT Industri Telekomunikasi Indonesia (“INTI”) and PT Len  Industri (“LEN”), respectively

 

In 2013 and 2014, the Company derecognized the copper cable network asset with net carrying value of Rp1.6 billion and Rp1.8 billion, respectively, and recorded the fiber optic network asset from the exchange transaction of Rp203 billion and Rp435 billion, respectively.

 

In 2013 and 2014, certain equipment units of Telkomsel with net carrying amount ofRp268 billion and Rp37 billion, respectively, were exchanged with equipment from NSN Oy and PT Huawei. As of December 31, 2013 and 2014, Telkomsel’s equipment units with net carrying amount of Rp105 billion and Rp57 billion, respectively, are going to be exchanged with equipment from NSN Oy and PT Huawei, therefore, these equipment units were presented as assets held for sale in the consolidated statements of financial position (Note 10).

 

The cost of the acquired equipment is measured at the aggregate of the carrying amount of the equipment given up and the amount of cash paid.

 

(vii)   The Group owns several pieces of land located throughout Indonesia with Building Use Rights (“Hak Guna Bangunan” or “HGB”) for a period of 10-45 years which will expire between 201 and 2053. Management believes that there will be no issue in obtaining theextension of the land rights when they expire.

(viii) As of December 31, 2014, the Group’s  property and equipment excluding land rights, with net carrying amount of Rp85,352  billion were insured against fire, theft, earthquake and other specified risks, including business interruption, under blanket policies totalling Rp15,244  billion, US$119 million, EURO133 thousand, HKD19 million and SGD29 million.Management believes that the insurance coverage is adequate to cover potential losses from the insured risks.

 

(ix)   As of December 31, 2014, the percentage of completion of property under construction was around 34% of the total contract value, with estimated dates of completion between January 2015 and November 2016. The balance of property under construction mainly consists of buildings, transmission installation and equipment, cable network and power supply. Management believes that there is no impediment to the completion of the construction in progress.

 

(x)    All assets owned by the Company have been pledged as collateral for bonds (Note 19b). Certain property and equipment of the Company’s subsidiaries with gross carrying value amounting to Rp6,962 billion have been pledged as collateral under lending agreements (Notes 1 and 19). 

 

(xi)   The Company and Telkomsel entered into several agreements with PT Professional Telekomunikasi Indonesia, PT Tower Bersama Infrastructure Tbk, PT Solusindo Kreasi Pratama,PT Naragita Dinamika Komunika, PT Solusindo Tunas Pratama and other tower providers to lease spaces in telecommunication towers (slot) and sites of the towers for a period of 10 years. The Company and Telkomsel may extend the lease period based on mutual agreement with the relevant parties. In addition, the Group also has lease commitments for property and equipment under RSA, transmission installation and equipment, data processing equipment, office equipment, vehicles and CPE assets with the option to purchase certain leased assets at the end of the lease terms

 

F-55


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

12.  PROPERTY AND EQUIPMENT (continued)

 

c.   Others (continued)

 

(xi)   Future minimum lease payments required for assets under finance leases are as follows:

 

Year

2013

 

2014

 

201

1,070

 

-

 

201

885

 

975

 

201

847

 

927

 

201

813

 

898

 

201

754

 

830

 

201

681

 

758

 

Thereafter

1,854

 

2,147

 

Total minimum lease payments

6,904

 

6,535

 

Interest

(1,935

)

(1,746

)

Net present value of minimum lease payments

4,969

 

4,789

 

Current maturities (Note 18b)

(648

)

(571

)

Long-term portion (Note 19)

4,321

 

4,218

 

 

 

13  ADVANCES AND OTHER NON-CURRENT ASSETS

 

The breakdown of advances and other non-current assets is as follows:

 

 

2013

 

2014

 

Advances for purchases ofproperty and equipment

1,550 

 

3,354

 

Prepaid rental - net of current portion (Note 9)

1,403 

 

1,587

 

Claim for tax refund - net of current portion (Note 32)

499

 

745

 

Frequency license - net of current portion (Note 9

619

 

493

 

Deferred charges

529

 

484

 

Long-term trade receivables - net of current portion (Note 7)

558

 

362

 

Restricted cash

54

 

112

 

Others

82

 

87

 

Total

5,29

 

7,224 

 

                                                                                                                                                                  

Prepaid rental covers rentof leasedline and telecommunication equipment and land and building under lease agreements of the Groupwith remaining rental periods ranging from 1 to 40  years as of December 31, 2014.

 

As of December 31, 2013 and 2014, deferred charges represent deferred Revenue-SharingArrangement (“RSA”)  charges and deferred Indefeasible Right of Use (“IRU”) Agreement charges. Total amortization of deferred charges for the years ended December 31, 2012,2013 and 2014 amounted toRp87 billion, Rp91  billion and Rp86 billion, respectively.

 

Long-term trade receivables are measured at amortized cost using the effective interest method and are payable in installments over 4 years. These arose from providing telecommunication access and services in rural areas (USO) (Note 27).

 

Refer to Note 35 for details of related party transactions.

 

 

F-56


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

14.  INTANGIBLE ASSETS

 

(i)   The details of intangible assetsare as follows:

 

 

Goodwill

 

Software

 

License

 

Other intangible assets

 

Total

 

Gross carrying amount:

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2013

269

 

2,909

 

66

 

400

 

3,644

 

Addition

1

 

521

 

1

 

114 

 

63

 

Deductions

-

 

(8

)

-

 

(112

)

(120

)

Reclassifications/translations 

-

 

10

 

-

 

(1

)

9

 

Balance, December 31, 201

270 

 

3,432

 

67

 

401

 

4,170 

 

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2013

(2

)

(1,825

)

(31

)

(324

)

(2,201

)

Amortization

-

 

(458

)

(6

)

(114

)

(578 

)

Deductions

-

 

8

 

-

 

112

 

120

 

Reclassifications/translations 

-

 

(3

)

-

 

-

 

(3

)

Balance, December 31, 201

(2

)

(2,278

)

(37

)

(326

)

(2,66

)

Net

249 

 

1,154

 

30

 

75

 

1,508

 

 

 

 

Goodwill

 

Software

 

License

 

Other intangible assets

 

Total

 

Gross carrying amount:

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2014

270 

 

3,432

 

67

 

401

 

4,170 

 

Addition

-

 

1,340 

 

0

 

107 

 

1,447 

 

Acquisitions (Note 3a)

54

 

-

 

-

 

78

 

132

 

Deductions

-

 

(0

)

-

 

(1

)

(1

)

Reclassifications/translations 

(2

)

(1

)

-

 

(

)

(4

)

Balance, December 31, 2014

322

 

4,771 

 

67

 

572 

 

5,732 

 

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2014

(21

)

(2,278

)

(37

)

(326

)

(2,66

)

Amortization

-

 

(583 

)

(6

)

(30 

)

(61

)

Deductions

-

 

-

 

-

 

1

 

1

 

Reclassifications/translations 

-

 

(1

 

-

 

-

 

(

)

Balance, December 31, 2014

(2

)

(2,86

)

(43

)

(343 

)

(3,269 

)

Net

301

 

1,909 

 

24

 

229

 

2,463 

 

 

(ii)   Goodwill resulted from the acquisition of Sigma in 2008 and Ad Medika in 2010, sales-purchase transaction of Data Center Business between Sigma and BDM in 2012, and acquisition of CCA in 2014 (Note 3a)

 

(iii)  The remaining amortization periods of software range from 1 to years.

 

 

 

F-57


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

15.  TRADE AND OTHER PAYABLES

 

The breakdown of trade and other payables is as follows:

 

 

2013

(Restated)

 

2014

 

Trade payables

12,197

 

12,362

 

Other payables

388

 

114

 

Total trade and other payables

12,585

 

12,476

 

       

The breakdown of trade payables is as follows:

 

 

2013

(Restated)

 

2014

 

Related parties

 

 

 

 

Radio frequency usage charges, concession fees and USO charges

960

 

1,160

 

Purchases of equipment, materials and services

807

 

723

 

Payables to other telecommunications providers

224

 

175

 

Sub-total

1,991

 

2,058

 

Third parties

 

 

 

 

Purchases of equipment, materials and services

9,756

 

9,471

 

Payables to other telecommunications providers

450

 

833

 

Sub-total

10,206

 

10,304

 

Total

12,197

 

12,362

 

                                                                                                                                 

Trade payables by currency are as follows:

 

 

2013

(Restated)

 

2014

 

Rupiah

8,63

 

9,479

 

U.S. dollar 

3,508 

 

2,837

 

Others

53

 

46

 

Total

12,19

 

12,362

 

                                                                                                                                                                  

Refer to Note 3 for details of related party transactions.

 

F-58


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

16  ACCRUED EXPENSES

 

The breakdown of accrued expenses is as follows:

 

2013

 

201

 

Operations, maintenance and telecommunications services

2,504

 

2,640

 

Salaries and benefits

1,453

 

1,091

 

General, administrative and marketing expenses

1,126

 

1,291

 

Interest and bank charges

181

 

189

 

Total

5,264

 

5,211

 

 

Refer to Note 3 for details of related party transactions.

 

 

17.  UNEARNED INCOME

 

The breakdown of unearned income is as follows:

 

 

2013

 

2014

 

Prepaid pulse reload vouchers

3,117

 

3,588

 

Other telecommunications services

46

 

78

 

Others

327

 

297

 

Total

3,490

 

3,963

 

 

 

18.  SHORT-TERM LOANS AND CURRENT MATURITIES OF LONG-TERM BORROWINGS

 

This account consists of the following:

 

 

2013

 

2014

 

Short-term bank loans

432

 

1,810

 

Current maturities of long-term borrowings

5,093 

 

5,899

 

Total

5,525 

 

7,709

 

 

a.   Short-term bank loans

 

 

 

 

 

201

 

201

 

Lenders

 

Currency

 

Original currency (in millions

 

Rupiah equivalent

 

Original currency (in millions)

 

Rupiah equivalent

 

Citibank N.A

 

US

 

-

 

-

 

100

 

1,244

 

Bank CIMB Niaga

 

Rp

 

-

 

155

 

-

 

234

 

UOB

 

Rp

 

-

 

130

 

-

 

200

 

PT Bank Danamon Indonesia Tbk (“Bank Danamon”)

 

Rp

 

-

 

80

 

-

 

60

 

Others

 

Rp

 

-

 

67

 

-

 

72

 

Total

 

 

 

 

 

432

 

 

 

1,810

 

     

Refer to Note 3 for details of related party transactions.

 

F-59


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

18.  SHORT-TERM LOANS AND CURRENT MATURITIES OF LONG-TERM BORROWINGS (continued)

 

a.   Short-term bank loans (continued)

 

Other significant information relating to short-term bank loans as of December 31, 2014 is as follows:

 

Borrower

 

Currency

 

Total facility* (in billions)

 

Maturity date

 

Interest payment period

 

Interest rate per annum

 

Security

 

Citibank N.A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 22, 2014

Telkomsel

 

US

 

0.1

 

February 13, 2015

 

Quarterly

 

LIBOR+1.2%

 

None

 

Bank CIMB Niaga

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 25, 2005a

Balebate

 

Rp

 

12

 

October 18, 201

 

Monthly

 

13.00

 

Trade receivables (Note 7), inventories (Note 8) and property and equipment (Note 12)

 

April 29, 2008a

Balebate

 

Rp

 

10

 

October 18,201

 

Monthly

 

13.00

 

Trade receivables (Note 7), inventories (Note 8) and property and equipment (Note 12)

 

March 21, 2013 b

Infomedia

 

Rp

 

38

 

October 18, 2015

 

Monthly

 

12.00

 

Trade receivables (Note 7)

 

March 25, 2013 b

Infomedia

 

Rp

 

38

 

October 18,2015

 

Monthly

 

12.00

 

Trade receivables (Note 7)

 

March 27, 2013 b

Infomedia

 

Rp

 

24

 

October 18,2015

 

Monthly

 

12.00

 

Trade receivables (Note 7)

 

April 28, 2013 c

GSD

 

Rp

 

85

 

November11, 2015

 

Monthly

 

11.50

 

Property and equipment (Note 12)

 

September 22, 201

Balebate

 

Rp

 

25

 

April 30, 201

 

Monthly

 

13.00

 

Trade receivables (Note 7), inventories (Note 8) and property and equipment (Note 12)

 

September 22, 201

Balebate

 

Rp

 

5

 

October 18, 201

 

Monthly

 

13.00

 

Trade receivables (Note 7), inventories (Note 8) and property and equipment (Note 12)

 

October 29, 201

Infomedia Solusi Humanikaf

 

Rp

 

50

 

October 29,201

 

Monthly

 

12.00

 

Trade receivables (Note 7)

 

UOB

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 22, 2013

Infomedia

 

Rp

 

200

 

November 22,201

 

Monthly

 

12.00

 

Trade receivables (Note 7)

 

Bank Danamond

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 23, 2013

Infomedia

 

Rp

 

80

 

August 23,201

 

Monthly

 

12.00

 

Trade receivables (Note 7)

 

 

The credit facilities were obtained by the Company’s subsidiaries for working capital purposes.

 

*   In original currency

 

a   Based on the latest amendment dated September 22, 2014

b   Based on the latest amendment datedOctober16, 2014

c   Based on the latest amendment dated  November11, 2014

d   Based on the latest amendment datedAugust 23, 2014

e   MD Media’s subsidiary

f   Infomedia’s subsidiary

 

F-60


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

18.  SHORT-TERM LOANS AND CURRENT MATURITIES OF LONG-TERM BORROWINGS (continued)

 

b.    Current maturities of long-term borrowings

 

 

Notes

 

2013

 

2014

 

Two-step loans

19a

 

213

 

207

 

Bonds and notes

19

 

276

 

1,069

 

Bank loans

19c

 

3,956 

 

4,052

 

Obligations under finance leases

12c.xi

 

648

 

571

 

Total

 

 

5,093 

 

5,899

 

       

Refer to Note 3 for details of related party transactions.

 

 

19  LONG-TERM LOANS AND OTHER BORROWINGS

 

Long-term loans and other borrowings consist of the following:

 

 

2013

 

2014

 

Two-step loans

1,702

 

1,408

 

Bonds and notes

3,073

 

2,239

 

Bank loans

5,635

 

7,878

 

Obligations under finance leases (Note 12c.xi)

4,321

 

4,218

 

Total

14,731

 

15,743

 

                                                                                                                                                                       

 

Scheduled principal payment as of December 31, 2014are as follows: 

 

 

 

 

Year

 

 

Total

 

201

 

201

 

201

 

201

 

Thereafter

 

Two-step loans

1,408

 

210

 

211

 

188

 

169

 

630

 

Bonds and notes

2,239 

 

23

 

1

 

-

 

220

 

1,995

 

Bank loans

7,878

 

2,490

 

2,100

 

1,826

 

656

 

806

 

Obligations under finance leases

4,218

 

574

 

601

 

592

 

571

 

1,880

 

Total

15,743

 

3,297

 

2,913

 

2,606

 

1,616

 

5,311

 

 

 

 

F-61


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

19  LONG-TERM LOANS AND OTHER BORROWINGS (continued)

 

a.   Two-step loans

 

Two-step loans are unsecured loans obtained by the Government from overseas banks which are then re-loaned to the Company. Loans obtained up to July 1994 are payable in rupiah based on the exchange rate at the date of drawdown. Loans obtained after July 1994 are payable in their original currencies and any resulting foreign exchange gain or loss is borne by the Company.

 

 

 

 

 

2013

 

2014

 

Lenders

 

Currency

 

Original currency (in millions)

 

Rupiah equivalent

 

Original currency (in millions)

 

Rupiah equivalent

 

Overseas banks

 

Yen

 

8,447

 

979

 

7,679

 

796

 

 

 

Rp

 

-

 

507

 

-

 

438

 

 

 

US$

 

35

 

429

 

31

 

381

 

Total

 

 

 

 

 

1,915

 

 

 

1,615

 

Current maturities (Note 18b)

 

 

 

 

 

(213

)

 

 

(207

)

Long-term portion

 

 

 

 

 

1,702

 

 

 

1,408

 

 

 

Lenders

 

Currency

 

Principal payment schedule

 

Interest payment period

 

Interest rate per annum

 

Overseas banks

 

Yen

 

Semi-annually

 

Semi-annually

 

3.10

 

 

 

Rp

 

Semi-annually

 

Semi-annually

 

8.50

 

 

 

US$

 

Semi-annually

 

Semi-annually

 

4.00

 

 

The loans were intended for the development of telecommunications infrastructure and supporting telecommunications equipment. The loans are due on various dates through 2024.

 

The Company had used all facilities under the two-step loans program since 2008.

 

Under the loan covenants, the Company is required to maintain financial ratios as follows:

 

a.   Projected net revenue to projected debt service ratio should exceed 1.2:1 for the two-step loans originating from Asian Development Bank (“ADB”).

b.   Internal financing (earnings before depreciation and finance costs) should exceed 20% compared to annual average capital expenditures for loans originating from the ADB.

 

As of December 31, 2014, the Company has complied with the above-mentioned ratios.

 

Refer to Note 3 for details of related party transactions.

 

 

F-62


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

19  LONG-TERM LOANS AND OTHER BORROWINGS (continued)

 

b.   Bonds and notes

 

 

 

 

 

2013

 

2014

 

Bonds and notes

 

Currency

 

Original currency

(in millions)

 

Rupiah equivalent

 

Original currency

(in millions)

 

Rupiah equivalent

 

Bonds

 

 

 

 

 

 

 

 

 

 

 

Series A

 

Rp

 

-

 

1,005

 

-

 

1,005

 

Series B

 

Rp

 

-

 

1,995

 

-

 

1,995

 

Medium Term Notes (“MTN”) 

 

 

 

 

 

 

 

 

 

 

 

GSD - Series A

 

Rp

 

-

 

-

 

-

 

220

 

Promissory notes

 

 

 

 

 

 

 

 

 

 

 

PT Huawei

 

US$

 

18

 

213

 

4

 

52

 

PT ZTE Indonesia (“ZTE”)

 

US$

 

11

 

136

 

3

 

36

 

Total

 

 

 

 

 

3,349

 

 

 

3,308

 

Current maturities (Note 18b)

 

 

 

 

 

(276

)

 

 

(1,069

)

Long-term portion

 

 

 

 

 

3,073

 

 

 

2,239

 

                                                                                                                                                                                                                       

      (i)   Bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

Interest

 

 

 

 

 

 

 

Listed

 

Issuance

 

Maturity

 

payment

 

rate per

 

Bonds

 

Principal

 

Issuer

 

on

 

date

 

date

 

period

 

annum

 

Series A

 

1,005

 

The Company

 

IDX

 

June 25, 2010

 

July 6, 2015

 

Quarterly

 

9.60%

 

Series B

 

1,995

 

The Company

 

IDX

 

June 25, 2010

 

July 6, 2020

 

Quarterly

 

10.20%

 

Total

 

3,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The bonds are secured by all of the Company’s assets, movable or non-movable, either existing or in the future (Note 12c.x). The under writers of the bonds are PT Bahana Securities (“Bahana”), PT Danareksa Sekuritas and PT Mandiri Sekuritas and the trustee is PT CIMB Niaga Tbk.

 

The Company received the proceeds from the issuance of bonds on July 6, 2010.

 

The funds received from the public offering of bonds net of issuance costs, were used to finance capital expenditures which consisted of wave broadband (bandwidth, softswitching, datacom, information technology and others) and infrastructure (backbone, metro network, regional metro junction, internet protocol, and satellite system) and to optimiz legacy and supporting facilities (fixed wireline and wireless).

 

As of December 31, 2014, the rating of the bonds issued by PT Pemeringkat Efek Indonesia (Pefindo) is idAAA (stable outlook).

 

Based on the indenture trusts agreement, the Company is required to comply with all covenants or restrictions, including maintaining financial ratios as follows:

1.    Debt to equity ratio should not exceed 2:1.

2.    EBITDA to finance costs ratio should not be less than 5:1.

3.    Debt service coverage is at least 125%.

 

As of December 31, 2014, the Company has complied with the above-mentioned ratios.

 

 

F-63


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

19.  LONG-TERM LOANS AND OTHER BORROWINGS (continued)

 

b.  Bonds and notes (continued)

 

(ii)            MTN 

 

Notes

 

Currency

 

Principal

 

Issuance date

 

Maturity date

 

Interest payment period

 

Interest rate per annum

 

GSD-Series A

 

Rp

 

220

 

November 14, 2014

 

November 14, 2019

 

Semi-annually 

 

11%

 

 

Based on Agreement of Issuance and Appointment of Monitoring and Insurance Agents of Medium Term Notes PT Graha Sarana Duta Year 2014 dated November 13, 2014 as covered by notarial deed No. 30 of Arry Supratno, S.H., GSD will issue MTN with the principal amount up to Rp500 billion in series.

 

PT Mandiri Sekuritas acts as the Arranger, Bank Mandiri as the Monitoring and Insurance Agent, and KSEI as the Custodian. The funds obtained from MTN are used for investment projects.

 

Trade receivables, inventories, land and building related with the investment development funded by the MTN that are owned or will be owned by GSD, have been pledged as collateral for MTN (Notes7, and 12). 

 

Under the agreement, GSD is requiredto comply with all covenants or restrictions including maintaining financial ratios as follows:

1.    Debt to equity ratio should not exceed 6.5:1.

2.   EBITDA to interest ratio should not be less than 1.2:1.

3.   Minimum current ratio is 120%.

4.   Maximum leverage ratio is 450%.

 

As of December 31, 2014, GSD has complied with the above-mentioned ratios.

 

(iii)  Promissory notes 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplier

 

Currency

 

Principal*  

(in billions) 

 

Issuance date

 

Interest payment  period

 

Principal payment  schedule

 

Interest rate per annum

 

PT Huawei

 

US$

 

0.3

 

June 19, 2009

 

Semi-annually

 

Semi-annually

 

6 month LIBOR+2.45%

 

 

 

 

 

0.2

 

April 30, 2013

 

 

 

(January 11, 2015 - July 30,2016)

 

6 month LIBOR+1.5%

 

ZTE

 

US$

 

0.1

 

August 20, 2009 a

 

Semi-annually

 

Semi-annually

(February 4, 2015 - February 4, 2017)

 

6 month LIBOR+1.5%

 

 

* In original currency

aBased on the latest amendment datedAugust 15, 2011

 

Based on Agreement of Frame Supply and Deferred Payment Arrangement between the Company and each of ZTE and PT Huawei, the promissory notes issued by the Company to each of ZTE and PT Huawei are vendor financing facilities with no collateral covering 85% of Hand-over Report (“Berita Acara Serah Terima”) projects with ZTE and PT Huawei.

 

 

 

F-64


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

19.  LONG-TERM LOANS AND OTHER BORROWINGS (continued)

 

c.  Bank loans

 

 

 

 

 

2013

 

2014

 

 

 

 

 

Original

 

 

 

Original

 

 

 

 

 

 

 

currency

 

Rupiah

 

currency

 

Rupiah

 

Lenders

 

Currency

 

(in millions)

 

equivalent

 

(in millions)

 

equivalent

 

BRI

 

Rp

 

-

 

3,035

 

-

 

3,398

 

 

 

US$

 

-

 

-

 

1

 

6

 

Syndication of banks

 

Rp

 

-

 

2,426

 

-

 

2,200

 

BNI

 

Rp

 

-

 

1,305

 

-

 

2,195

 

Bank Mandiri

 

Rp

 

-

 

722

 

-

 

1,750

 

The Bank of Tokyo-Mitsubishi-UFJ, Ltd

 

Rp

 

-

 

-

 

-

 

600

 

Bank CIMB Niaga

 

Rp

 

-

 

365

 

-

 

567

 

ABN Amro Bank N.V. Stockholm (“AAB Stockholm”) and SCB

 

US$

 

55

 

673

 

38

 

478

 

Japan Bank for International Cooperation (“JBIC”)

 

US$

 

18

 

219

 

34

 

424

 

BCA

 

Rp

 

-

 

858

 

-

 

373

 

Others

 

Rp

 

-

 

32

 

-

 

10

 

 

 

US$

 

1

 

12

 

-

 

-

 

Total

 

 

 

 

 

9,647

 

 

 

12,001

 

Unamortized debt issuance cost

 

 

 

 

 

(56)

 

 

 

(71

)

 

 

 

 

 

 

9,591

 

 

 

11,930

 

Current maturities (Note 18b)

 

 

 

 

 

(3,956

)

 

 

(4,052

)

Long-term portion

 

 

 

 

 

5,635

 

 

 

7,878

 

 

Refer to Note 3 for details of related party transactions.

 

Other significant information relating to bank loans as of December 31, 2014 is as follows:

 

 

 

 

 

 

 

 

Current period

 

Principal

 

Interest

 

Interest

 

 

 

 

 

 

 

 

Total facility*

 

payment

 

payment

 

payment

 

rate

 

 

 

 

Borrower

 

Currency

 

(in billions)

 

(in billions)

 

schedule

 

period

 

per annum

 

Security

 

BRI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 13, 2010a

The Company

 

Rp

 

3,000

 

1,000

 

Semi-annually

(2013-2015)

 

Quarterly

 

3 months JIBOR+1.25%

 

None

 

July 20, 2011a

Dayamitra

 

Rp

 

1,000

 

180 

 

Semi-annually

(2011-2017)

 

Quarterly

 

3 months JIBOR+1.40% and 3 months JIBOR+3.50%

 

Property and equipment (Note 12

 

April 26, 2013

GSD

 

Rp

 

141

 

28

 

Monthly

(2014-2018)

 

Monthly

 

10.00

 

Property and equipment (Note 12) and Lease agreement

 

October 30, 2013

GSD

 

Rp

 

70

 

0.6

 

Monthly

(2014-2021)

 

Monthly

 

10.00

 

Trade receivables (Note 7), property and equipment (Note12), and lease agreement

 

 

 

F-65


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

19.   LONG-TERM LOANS AND OTHER BORROWINGS (continued)

 

c.   Bank loans (continued)

 

 

 

 

 

 

Total facility*

 

Current period payment

 

Principal payment

 

Interest payment

 

Interest rate

 

 

 

 

Borrower

 

Currency

 

(in billions)

 

(in billions)

 

schedule

 

period

 

per annum

 

Security

 

BRI (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 30, 2013

GSD

 

Rp

 

34

 

0.6

 

Monthly

 

Monthly

 

10.00%

 

Trade

 

 

 

 

 

 

 

 

 

 

(2014-2021)

 

 

 

 

 

receivables (Note 7), property and equipment (Note12), and lease agreement

 

November 20, 2013

The Company

 

Rp

 

1,500

 

-

 

Semi-annually

 

Quarterly

 

3 months

 

None

 

 

 

 

 

 

 

 

 

 

(2015-2018)

 

 

 

JIBOR+2.65%

 

 

 

October 1, 2014

Patrakom

 

Rp

 

28

 

2

 

Monthly

 

Monthly

 

10.95%

 

Trade

 

 

 

 

 

 

 

 

 

 

(2014-2016)

 

 

 

 

 

receivables(Note 7), and property and equipment (Note 12)

 

October 1, 2014

Patrakom

 

US$

 

0.0007

 

0.00008

 

Monthly

 

Monthly

 

6.00%

 

Trade

 

 

 

 

 

 

 

 

 

 

(2014-2015)

 

 

 

 

 

receivables(Note 7), and property and equipment (Note 12)

 

Syndication of banks

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 16, 2009 (BNI and BRI)

The Company

 

Rp

 

2,700

 

675

 

Semi-annually

 

Quarterly

 

3 months

 

None

 

 

 

 

 

 

 

 

 

 

(2011-2014)

 

 

 

JIBOR+2.45%

 

 

 

December 19, 2012 (BNI, BRI and Bank Mandiri)a

Dayamitra

 

Rp

 

2,500

 

300

 

Semi-annually

 

Quarterly

 

3 months

 

Trade

 

 

 

 

 

 

 

 

 

 

(2014-2020)

 

 

 

JIBOR+3.00%

 

receivables (Note 7), and property and equipment (Note 12)

 

BNI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 13, 2010a

The Company

 

Rp

 

1,000

 

286

 

Semi-annually

 

Quarterly

 

3 months

 

None

 

 

 

 

 

 

 

 

 

 

(2013-2015)

 

 

 

JIBOR+1.25%

 

 

 

December 23, 2011 a

PINS

 

Rp

 

500

 

86

 

Semi-annually

 

Quarterly

 

3 months

 

Trade

 

 

 

 

 

 

 

 

 

 

(2013-2016)

 

 

 

JIBOR+1.50%

 

receivables(Note 7) and inventories (Note 8)

 

November 28, 2012a

Metra

 

Rp

 

44

 

8.8

 

Annually

 

Monthly

 

11.00%

 

Trade

 

 

 

 

 

 

 

 

 

 

(2013-2015)

 

 

 

 

 

receivables(Note 7), and property and equipment (Note 12)

 

March 13, 2013a

Sigma

 

Rp

 

300

 

117

 

Monthly

 

Monthly

 

1 month

 

Trade

 

 

 

 

 

 

 

 

 

 

(2013-2015)

 

 

 

JIBOR+3.35%

 

receivables(Note 7), and property and equipment (Note 12

 

March 26, 2013a

Metra

 

Rp

 

60

 

20

 

Quarterly

 

Monthly

 

11.00%

 

Trade

 

 

 

 

 

 

 

 

 

 

(2013-2016)

 

 

 

 

 

receivables(Note 7), and property and equipment (Note 12)

 

 

 

F-66


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

19.  LONG-TERM LOANS AND OTHER BORROWINGS (continued)

 

c.   Bank loans (continued)

 

 

 

 

 

 

 

 

Current period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total facility*

 

payment

 

Principal payment

 

Interest payment

 

Interest rate

 

 

 

 

Borrower

 

Currency

 

(in billions)

 

(in billions)

 

schedule

 

period

 

per annum

 

Security

 

BNI (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 2, 2013a

Sigma

 

Rp

 

313

 

236

 

Monthly

(2013-2021)

 

Monthly

 

1 month JIBOR+3.35%

 

Trade receivables (Note 7), and property and equipment (Note 12)

 

November 20, 2013

The Company

 

Rp

 

1,500

 

-

 

Semi-annually

(2015-2018

 

Quarterly

 

3 months JIBOR+2.65%

 

None

 

November 25, 2013a

Metra

 

Rp

 

90

 

30

 

Quarterly

(2013-2016)

 

Monthly

 

11.00% 

 

Trade receivables (Note 7) and property and equipment (Note 12)

 

January 10, 2014a

Sigma

 

Rp

 

322

 

74

 

Monthly

(2014-2022)

 

Monthly

 

1 month JIBOR+3.35%

 

Trade receivables (Note 7), and property and equipment (Note 12)

 

July 21, 2014

Metra

 

Rp

 

40

 

-

 

Semi-annually

(2015-2017)

 

Monthly

 

11.00%

 

Trade receivables (Note 7), and property and equipment (Note 12

 

November 3, 2014a

Telkom Infratel

 

Rp

 

100

 

-

 

Quarterly

(2015-2017

 

Monthly

 

1 month JIBOR+3.35%

 

Trade receivables (Note 7

 

Bank Mandiri

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 9, 2009band July 5, 2010b

Telkomsel

 

Rp

 

5,000

 

472

 

Semi-annually

(2009-2016)

 

Quarterly

 

3 months JIBOR+1.00%

 

None

 

November 20, 2013

The Company

 

Rp

 

1,500

 

-

 

Semi-annually

(2015-2018

 

Quarterly

 

3 months JIBOR+2.65%

 

None

 

The Bank of Tokyo - Mitsubishi UFJ, Ltd.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 9, 2014

Dayamitra

 

Rp

 

600

 

-

 

Quarterly

(2016-2019)

 

Quarterly

 

3 months JIBOR+2.4%

 

Trade receivables (Note 7), and property and equipment (Note 12

 

Bank CIMB Niaga

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 21, 2007e

GSD

 

Rp

 

21

 

4.3

 

Quarterly

(2007-2015)

 

Monthly

 

9.75

 

Property and equipment (Note 12

 

July 28, 2009f

Balebath

 

Rp

 

3

 

0.6 

 

Monthly

(2010-2015)

 

Monthly

 

13.00% 

 

Trade receivables (Note 7), inventories (Note 8), and property and equipment (Note 12)

 

 

                                                                             

 

F-67


 
 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

19.  LONG-TERM LOANS AND OTHER BORROWINGS (continued)

 

c.   Bank loans (continued)

 

 

Borrower

 

Currency

 

Total facility*

(in billions)

 

Current period payment

(in billions)

 

Principal payment schedule

 

Interest payment period

 

Interest rate per annum

 

Security

 

Bank CIMB Niaga (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 24, 2010f

Balebath

 

Rp

 

2

 

0.6 

 

Monthly

(2010-2015)

 

Monthly

 

13.00% 

 

Trade receivables (Note 7),

inventories (Note 8), and

property and equipment

(Note 12)

 

March 31, 2011

GSD

 

Rp

 

24

 

2.7 

 

Monthly

(2011-2020)

 

Monthly

 

9.75

 

Property and equipment

(Note 12),

and lease agreement

 

March 31, 2011

GSD

 

Rp

 

13

 

1.7 

 

Monthly

(2011-2019)

 

Monthly

 

9.75

 

Property and equipment

(Note 12),

and lease agreement

 

March 31, 2011

GSD

 

Rp

 

12

 

1.8 

 

Monthly

(2011-2016)

 

Monthly

 

9.75

 

Property and equipment

(Note 12),

and lease agreement

 

September 9, 2011

GSD

 

Rp

 

41

 

3.9

 

Monthly

(2011-2021)

 

Monthly

 

9.75

 

Property and equipment

(Note 12),

and lease agreement

 

September 9, 2011

GSD

 

Rp

 

11

 

3.2

 

Monthly

(2011-2015)

 

Monthly

 

9.75

 

Property and equipmen

(Note 12),

and lease agreement

 

August 2, 2012f

Balebath

 

Rp

 

4

 

1

 

Monthly

(2012-2015)

 

Monthly

 

13.00

 

Trade receivables (Note 7),

inventories (Note 8), and

property and equipment

(Note 12)

 

September 20, 2012a

TLT

 

Rp

 

1,150

 

-

 

Monthly

(2015-2030)

 

Monthly

 

3 months JIBOR +3.45%

 

Property and equipment (Note 12)

 

September 20, 2012a

TLT

 

Rp

 

118

 

-

 

Monthly

(2015-2030)

 

Monthly

 

9.00% 

 

Property and equipment

(Note 12)

 

October 10, 2012f

Balebath

 

Rp

 

1

 

0.

 

Monthly

(2012-2015)

 

Monthly

 

13.00% 

 

Trade receivables (Note 7),

inventories (Note 8), and

property and equipment

(Note 12)

 

 

 

 

F-68


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

19.  LONG-TERM LOANS AND OTHER BORROWINGS (continued)

 

c.    Bank loans (continued)

 

 

Borrower

 

Currency

 

Total facility*

(in billions)

 

Current period Payment (in billions)

 

Principal payment schedule

 

Interest payment period

 

Interest rate per annum

 

Security

 

Bank CIMB Niaga (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 26, 2013f

Balebath

 

Rp

 

3.5

 

0.7 

 

Monthly

(2013-2018)

 

Monthly

 

13.00% 

 

Trade receivables (Note 7),

inventories (Note 8) and

property and

equipment (Note 12)

 

AAB Stockholm and SCB 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 30, 2009b&c

Telkomsel

 

US$

 

0.3

 

0.0

 

Semi-annually

(2011-2016)

 

Semi-annually

 

6 months LIBOR+0.82%

 

None

 

JBIC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 26, 2010a&d

The Company

 

US$

 

0.06

 

0.01 

 

Semi-annually

(2010-2015)

 

Semi-annually

 

4.56%

 

None

 

March 28, 2013a&g

The Company

 

US$

 

0.03

 

0.003

 

Semi-annually

(2014-2019)

 

Semi-annually

 

2.18% and 6 months LIBOR+1.20%

 

None

 

BCA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 9, 2009b and July 5, 2010b

Telkomsel

 

Rp

 

4,000

 

44

 

Semi-annually

(2009-2016)

 

Quarterly

 

3 months JIBOR+1.00%

 

None

 

December 16, 2010a

TII

 

Rp

 

200

 

40

 

Semi-annually

(2011-2015)

 

Quarterly

 

3 months JIBOR+1.25%

 

None

 

                                                                                                                   

 

The credit facilities were obtained by the Group for working capital purposes

 

*   In original currency.

a    As stated in the agreements, the Group is required to comply with all covenants or restrictions such as dividend distribution, obtaining new loans, and maintaining financial ratios. As ofDecember 31, 2014, the Group has  complied with all covenants or restrictions.

b    Telkomsel has no collateral for its bank loans, or other credit facilities. The terms of the various agreements with Telkomsel’s lenders and financiers require compliance with a number of covenants and negative covenants as well as financial and other covenants, which include, among other things, certain restrictions on the amount of dividends and other profit distributions which could adversely affect Telkomsel’s capacity to comply with its obligation under the facility. The terms of the relevantagreements also contain default and cross default clauses. As of December 31, 2014, Telkomsel has complied with the above covenants.

c    Pursuant to the agreements with PT Ericsson Indonesia (“Ericsson Indonesia”) and Ericsson AB (Note 38a.ii), Telkomsel entered into an EKN-Backed Facility Agreement (“facility”) with ABN Amro Bank N.V. Stockholm branch (as “the original lender”) and Standard Chartered Bank (as “the original lender”, “the arranger”, “the facility agent” and “the EKN agent”), and ABN Amro Bank N.V., Hong Kong (as “the arranger”) for the purchase of Ericsson telecommunication equipment and services. The facilities consist of facilities 1, 2, and 3 amounting to US$117 million, US$106 million, and US$95 million, respectively. The availability period of facilities 1, 2, and 3 expired in July 2010, March 2011 and November 2011, respectively. In October 2011, EKN agreed to reduce the premium on the unused facility by US$3 million through a cash refund.

d    In connection with the agreement with NSW-Fujitsu Consortium, the Company entered into a loan agreement with JBIC, the international arm of Japan Finance Corporation, for the purchase of NSW-Fujitsu Consortium telecommunication equipment and services. The facilities consist of facilities A and B amounting to US$36 million and US$24 million, respectively.

e    Based on the latest amendment dated March 31, 2011.

f   Based on the latest amendment dated September 22, 2014

g   In connection with the agreement with NEC Corporation Consortium and TE SubCom, the Company entered into a loan agreement with JBIC, for the procurement of goods and services from NEC Corporation Consortium and TE SubCom for the Southeast Asia Japan Cable System project. The facilities consist of facility A and facility B amounting to US$18.8 million and US$12.5 million, respectively.

h   MD Media’s subsidiary.

 

F-69


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

20.  NON-CONTROLLING INTERESTS

 

The details of non-controlling interests are as follows:

 

 

2013

 

2014

 

Non-controlling interests in net assets of subsidiaries as of December 31, 2013 and 2014:

 

 

 

 

Telkomsel

16,752 

 

18,03

 

GSD

58

 

125

 

Metra

8

 

8

 

TII 

-

 

42

 

Patrakom

2

 

-

 

Total

16,901 

 

18,286

 

 

 

 

2012

 

2013

 

2014

 

Non-controlling interests in net comprehensive income of subsidiaries for the years ended December 31, 2012, 2013 and 2014:

 

 

 

 

 

 

Telkomsel

5,532

 

6,211 

 

6,740

 

Metra

14

 

22

 

21

 

TII

-

 

-

 

3

 

Patrakom

-

 

0

 

-

 

GSD

(1

)

(6

)

(7

)

Total

5,545

 

6,227

 

6,757

 

 

Material partly-owned subsidiary

 

As of December 31, 2013 and 2014, the non-controlling interest holds 35% ownership interest in Telkomsel (Note 1d) which is considered material to the Company.

 

The summarized financial information of Telkomsel is provided below. This information is based on amounts before inter-company eliminations.

 

F-70


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

20  NON-CONTROLLING INTERESTS (continued)

 

Summarized statements of financial position

 

 

2013

 

2014

 

Current assets

16,603

 

19,30

 

Non-current assets

56,642

 

58,780 

 

Current liabilities

(16,406

)

(18,106 

)

Non-current liabilities

(8,971

)

(8,457 

)

Total equity

47,86

 

51,517

 

Attributable to:

 

 

 

 

Equity holders of parent company

31,116

 

33,486

 

Non-controlling interest

16,752

 

18,03

 

 

Summarized statement of comprehensive income

 

 

2012

 

2013

 

2014

 

Revenue

54,531

 

60,03

 

66,252

 

Operating expenses

(33,519)

 

(36,761

)

(40,584

)

Other expenses

(22

)

(180

)

48

 

Profit before tax

20,990

 

23,090

 

25,716

 

Income tax expense - net

(5,264 

)

(5,748

)

(6,333

)

Profit for the year from continuing operations

15,726

 

17,342

 

19,38

 

Other comprehensive income (expense) - net

86

 

404

 

(122

)

Net comprehensive income

15,812

 

17,746

 

19,26

 

Attributable to non-controlling interest

5,532

 

6,211

 

6,740

 

Dividend paid to non-controlling interest

3,591

 

4,675

 

5,464

 

 

Summarized statements of cash flows

 

 

2012

 

2013

 

2014

 

Operating

26,229

 

29,602

 

30,863

 

Investing

(13,527

)

(14,444

)

(11,052

)

Financing

(12,191

)

(14,789

)

(15,563

)

Net increase in cash and cash equivalents

511

 

369

 

4,248

 

 

 

F-71


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

21.  CAPITAL STOCK

 

The details of capital stock are as follows:

 

 

 

2013

 

Description

 

Number of shares

 

Percentage of ownership

 

Total paid-up capital

 

Series A Dwiwarna share

 

 

 

 

 

 

 

Government

 

1

 

0

 

0

 

Series B shares

 

 

 

 

 

 

 

Government

 

51,602,353,559

 

53.14

 

2,580

 

The Bank of New York Mellon Corporation*

 

10,031,129,780

 

10.33

 

502

 

Directors (Note 1b):

 

 

 

 

 

 

 

Indra Utoyo

 

27,540

 

0

 

0

 

Honesti Basyir

 

540

 

0

 

0

 

Priyantono Rudito

 

540

 

0

 

0

 

Sukardi Silalahi

 

540

 

0

 

0

 

Public (individually less than 5%)

 

35,467,341,100

 

36.53

 

1,773

 

Total

 

97,100,853,600

 

100.00

 

4,855

 

Treasury stock (Note 23)

 

3,699,142,800

 

-

 

185

 

Total

 

100,799,996,400

 

100.00

 

5,040

 

 

 

 

 

201

 

Description

 

Number of shares

 

Percentage of ownership

 

Total paid-up capital

 

Series A Dwiwarna share

 

 

 

 

 

 

 

Government

 

1

 

0

 

0

 

Series B shares

 

 

 

 

 

 

 

Government

 

51,602,353,559

 

52.56

 

2,580

 

The Bank of New York Mellon Corporation*

 

9,472,920,180

 

9.65

 

474

 

Directors (Note 1b):

 

 

 

 

 

 

 

Dian Rachmawan

 

60,540

 

0

 

0

 

Indra Utoyo

 

27,540

 

0

 

0

 

Honesti Basyir

 

540

 

0

 

0

 

Public (individually less than 5%)

 

37,100,491,240

 

37.79

 

1,855

 

Total

 

98,175,853,600

 

100.00

 

4,909

 

Treasury stock (Note 23)

 

2,624,142,800

 

-

 

131

 

Total

 

100,799,996,400

 

100.00

 

5,040

 

 

         *The Bank of New York Mellon Corporation serves as the depositary of the registered ADS holders for the Company’s ADSs.

 

 

F-72


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

21.  CAPITAL STOCK (continued)

 

The Company issued only 1 Series A Dwiwarna share which is held by the Government and cannot be transferred to any party, and has a veto in the General Meeting of Stockholders of the Company with respect to election and removal from the Boards of Commissioners and Directors, issuance of new shares, and amendments of the Company’s Articles of Association.

 

Pursuant to the AGM of Stockholders of the Company as stated in notarial deed No.14 dated May 11, 2012 of Ashoya Ratam, S.H., MKn., the Company’s stockholders approved the distribution of cash dividend and special cash dividend for 2011 amounting to Rp6,031 billion (Rp62.79 per share) and Rp1,096 billion (Rp11.42 per share), respectively.On June 22, 2012,the Company paid the above-mentioned cash dividend and special cash dividend totalling Rp7,127 billion.

 

Pursuant to the AGM of Stockholders of the Company as stated in notarial deed No.38 dated April 19, 2013 of Ashoya Ratam, S.H.,Mkn., the Company’s stockholders approved the distribution of cash dividend and special cash dividend for 2012 amounting to Rp7,068 billion (Rp73.82 per share) and Rp1,286 billion (Rp13.42 per share), respectively. On June 18, 2013, the Company paid the cash dividend and special cash dividend totalling Rp8,354 billion.

 

Pursuant to the AGM of Stockholders of the Company as stated in notarial deed  No.4 dated April 4, 201 of Ashoya Ratam,S.H.,MKn., the Company’s stockholders approved the distribution of cash dividend and special cash dividend for 201 amounting to Rp7,813 billion (Rp80.46 per share) and Rp2,130 billion (Rp21.94 per share), respectively. On May  16, 2014, the Company paid the cash dividend and special cash dividend totalling Rp9,943 billion. 

 

 

22  ADDITIONAL PAID-IN CAPITAL

 

The breakdown of additional paid-in capital is as follows:

 

2013

 

2014

 

Proceeds from sale of 933,333,000 shares in excess of par value through IPO in 1995

1,446

 

1,446

 

Excess of value over cost of selling 215,000,000 shares under the treasury stock plan phase I (Note 23

-

 

576

 

Excess of value over cost of selling 211,290,500 shares under the treasury stock plan phase I (Note 23)

544

 

544

 

Excess of value over cost of treasury stock for employee stock ownership program (Note 23)

228

 

228

 

Capitalization into 746,666,640 Series B shares in 1999

(373

)

(373

)

Net

1,84

 

2,421

 

 

 

 

F-73


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

23  TREASURY STOCK

 

 

 

 

 

 

 

Maximum Purchase

 

Phase

 

Basis

 

Period

 

Number of Shares

 

Amount

 

I

 

EGM

 

December 21, 2005 - June 20, 2007

 

1,007,999,964

 

Rp5,250

 

II

 

AGM

 

June 29, 2007 - December 28, 2008

 

215,000,000

 

Rp2,000

 

III

 

AGM

 

June 20, 2008 - December 20, 2009

 

339,443,313

 

Rp3,000

 

-

 

BAPEPAM - LK

 

October 13, 2008 - January 12, 2009

 

4,031,999,856

 

Rp3,000

 

IV

 

AGM

 

May 19, 2011 - November 20, 2012

 

645,161,290

 

Rp5,000

 

 

Movements in treasury stock as a result of the repurchase of shares are as follows:

 

 

2013

 

2014

 

 

Number of shares*

 

%

 

Rp

 

Number of shares*

 

%

 

Rp

 

Beginning balance

5,054,652,300

 

5.01

 

8,067

 

3,699,142,800

 

3.67

 

5,805

 

Transfer to employees stock ownership program

(299,057,000

)

(0.29

)

(433

)

-

 

-

 

-

 

Sale of treasury stock

(1,056,452,500

)

(1.05

)

(1,829

)

(1,075,000,000

)

(1.07

)

(1,969

)

Ending balance

3,699,142,800

 

3.67

 

5,805

 

2,624,142,800

 

2.60

 

3,836

 

 

         * After stock split (Note 1c)

 

Pursuant to the AGM of Stockholders of the Company held on June 11, 2010, the stockholders approved the change in the Company’s plan for treasury stock phases I, II, and III to become: (i) for reissuance inside or outside the stock exchange, (ii) for retirement of the stock by deducting from equity, (iii) for equity stock conversion and (iv) for funding purposes.

 

Pursuant to the AGM of Stockholders of the Company held on May 19, 2011, the stockholders approved to execute the repurchase plan for treasury stock phase IV.

 

In 2012, the Company bought back 237,270,500 shares (equal to 1,186,352,500 shares after stock split) from the public (part of stock repurchase program phase IV) for Rp 1,744 billion.

 

In the AGM  on April 19, 2013, the Company's stockholders approved the change to the plan for the treasury stock phase III, which was decided to be used for the implementation of the Employee Stock Ownership Program (“ESOP”) for the year 2013

 

On May 31, 2013, the Company offered all its eligible employees and those of its subsidiaries (collectively referred to as the “participants”), the right to purchase a fixed number of its shares at a certain price. The shares became an entitlement of the employees on the transaction dates and were not longer conditional on the satisfaction of any vesting conditions. Shares which were held by employees through the ESOP had a lock-up period that varied from 0 up to 12 months, depending on the position of the employee.

 

In the lock-up period, participants could not transfer shares or have shares transactions either through or outside the stock exchange.

 

Price per share offered was Rp10,714 and each participant received allowance (discount) of Rp5,575 per share. At the closing of this program, the Company had transferred a part of the treasury stock phase III to employees totalling 59,811,400 shares (equivalent to 299,057,000 shares after the stock split) with fair value amounting to Rp661 billion. The excess amounting to Rp228 billion in value of the treasury stock transferred over their acquisition cost was recorded as additional paid-in capital (Note 22).  

 

F-74


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

23  TREASURY STOCK (continued)

 

The difference amounting to Rp353 billion between the fair value of treasury stock and amount paid by the participants was recorded as part of “Personnel Expense” in the 2013 consolidated statement of comprehensive income.

 

On July 30, 2013, the Company resold 211,290,500 shares (equal to 1,056,452,500 shares after stock split) of treasury stock phase I with fair value amounting to Rp2,368 billion  (net of related costs to sell the shares). The excess amounting to Rp544 billion in value of the treasury shares sold over their acquisition cost was recorded as additional paid-in capital(Note 22). 

 

On June 13, 2014, the Company resold 215,000,000  shares (equal to 1,075,000,000  shares after stock split) of treasury stock phase II  with fair value amounting to Rp2,541 billion(net of related  coststo sell the shares). The excess amounting to Rp576  billion in value of the treasury stock sold over their acquisition cost was recorded as additional paid-in capital (Note 22). 

 

 

24  OTHER RESERVES

 

Other reserves consist of the translation reserve and fair value reserve. The translation reserve consists of all foreign currency differences arising from the translation of the financial statements of foreign operations (including equity-accounted investees) amounting to Rp160  billion and Rp184 billion as of December 31, 2013 and 2014, respectively. The amount reclassified to profit or loss for the years ended December 31, 2012, 2013 and 2014 amounted to Rpnil, Rp9 billion and Rpnil, respectively.

 

The fair value reserve consists of the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognized or impaired amounting to Rp38  billion and Rp39billion as of December 31, 2013 and 2014, respectively. The amounts reclassified to profit or loss for the years ended December 31, 2012, 2013 and 2014 amounted to Rpnil, Rp4 billion and Rpnil, respectively.

 

 

25.  BASIC AND DILUTED EARNINGS PER SHARE

 

Basic earnings per share is computed by dividing profit for the year attributable to owners of the parent company amounting to Rp12,621 billion, Rp14,046 billion and Rp14,437  billion by the weighted average number of shares outstanding during the year totalling 96,011,315,505 shares, 96,358,660,797 shares and 97,695,785,107 shares for the years ended December 31, 2012, 2013 and 2014, respectively. The weighted average number of shares takes into account the weighted average effect of changes in treasury stock transactions during the year.

 

Basic earnings per share amounted to Rp131.45,Rp145.77 and Rp147.78 for the years ended December 31, 2012, 201 and2014, respectively. The Company does not have potentially dilutive financial instruments as of December 31, 2012, 201 and 2014

 

 

F-75


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

26.  REVENUES 

 

 

 

2012

 

201

 

2014

 

Telephone revenues

 

 

 

 

 

 

 

Cellular

 

 

 

 

 

 

 

Usage charges

 

29,477

 

30,722 

 

32,972

 

Features

 

558

 

686

 

751

 

Monthly subscription charges

 

696

 

730

 

567

 

Sub-total

 

30,731

 

32,138 

 

34,290

 

Fixed lines

 

 

 

 

 

 

 

Usage charges

 

7,323

 

6,453

 

5,347

 

Monthly subscription charges

 

2,805

 

2,682

 

2,697

 

Call center

 

228

 

324

 

736

 

Installation charges

 

112

 

12

 

31

 

Others

 

194

 

230

 

70

 

Sub-total

 

10,662

 

9,701

 

8,881

 

Total telephone revenues

 

41,393

 

41,839

 

43,171

 

Interconnection revenues

 

 

 

 

 

 

 

Domestic interconnection

 

2,618

 

2,971

 

2,908

 

International interconnection

 

1,655

 

1,872

 

1,800

 

Total interconnection revenues 

 

4,273

 

4,843

 

4,708

 

Data, internet and information technology  service revenues

 

 

 

 

 

 

 

Internet, data communication and information technology services

 

15,674 

 

19,267 

 

23,550

 

Short Messaging Services (“SMS”)

 

12,631

 

13,134

 

14,034

 

E-business

 

55

 

83

 

103

 

Voice over Internet Protocol (“VoIP”)

 

81

 

119

 

25

 

Total data, internet and information technology service revenues 

 

28,441 

 

32,603 

 

37,712

 

Network revenues

 

 

 

 

 

 

 

Satellite transponder lease

 

384

 

392

 

670

 

Leased lines

 

824

 

861

 

610

 

Total network revenues 

 

1,208

 

1,253

 

1,280

 

Other telecommunication service revenues

 

 

 

 

 

 

 

Leases

 

401

 

661

 

777

 

CPE and terminal

 

106

 

184

 

643

 

Directory assistance

 

295

 

308

 

263

 

USO compensation

 

237

 

508

 

181

 

E-health

 

91

 

125

 

165

 

Pay TV

 

405

 

274

 

96

 

E-payment 

 

28

 

53

 

74

 

Others

 

249

 

316

 

62

 

Total other telecommunications service  revenues 

 

1,812

 

2,429

 

2,825

 

Total revenues

 

77,127

 

82,967 

 

89,696

 

 

Refer to Note 3 for details of related party transactions.

 

F-76


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

27SERVICE CONCESSION ARRANGEMENT

 

The Ministry of Communication and Information (“MoCI”) issued Regulation No.15/PER/M.KOMINFO/9/2005 dated September 30, 2005, which sets forth the basic policies underlying the USO program and requires telecommunications operators in Indonesia to contribute 0.75% of their gross revenues (with due consideration for bad debts and interconnection charges) for USO development. Based on the Government’s Decree No.7/2009 dated January 16, 2009 and Decree No.05/PER/M.KOMINFO/2/2007 dated February 28, 2007, the contribution was changed to 1.25% of gross revenues, net of bad debts and/or interconnection charges and/orconnectioncharges. Subsequently,in December 2012, Decree No. 05/PER/M.KOMINFO/2/2007 was replaced by Decree No. 45 year 2012 of the MoCI which was effective from January 22, 2013. The latest Decree stipulates, among other things, the exclusion of certain revenues that are not considered as part of gross revenues as a basis to calculate the USO charged, and changed the payment period which was previously on a quarterly basis to become quarterly or semi-annually.

 

Based on MoCI Decree No. 32/PER/M.KOMINFO/10/2008 dated October 10, 2008 (as amended by Decree No.03/PER/M.KOMINFO/2/2010 dated February 1, 2010) which replaced MoCI Decree No.11/PER/M.KOMINFO/04/2007 dated April 13, 2007 and MoCI Decree No. 38/PER/M.KOMINFO/9/2007 dated September 20, 2007, it is stipulated that, among others, in providing telecommunication access and services in rural areas (USO Program), the provider is determined through a selection process by Balai Telekomunikasi dan Informatika Pedesaan (“BTIP”) which was established based on MoCI Decree No.35/PER/M.KOMINFO/11/2006 dated November 30, 2006. Subsequently, based on Decree No.18/PER/M.KOMINFO/11/2010 dated November 19, 2010 of MoCI, BTIP was changed to Balai Penyedia dan Pengelola Pembiayaan Telekomunikasi dan Informatika (“BPPPTI”).

 

a.  The Company

 

On March 12, 2010, the Company was selected in a tender by the Government through BTIP to provide internet access service centers for USO sub-districts for a total amount of Rp322 billion, covering Nanggroe Aceh Darussalam, North Sumatra, North Sulawesi, Gorontalo, Central Sulawesi, West Sulawesi, South Sulawesi and South East Sulawesi.

 

On December 23, 2010, the Company was selected in a tender by the Government through BPPPTI to provide mobile internet access service centers for USO sub-districts for a total amount of Rp528 billion, covering Jambi, Riau, Kepulauan Riau, North Sulawesi, Central Sulawesi, Gorontalo, West Sulawesi, South East Sulawesi, Central Kalimantan, South Sulawesi, Papua and West Irian Jaya.

 

b.  Telkomsel

 

On January 16 and 23, 2009, Telkomsel was selected in a tender by the Government through BTIP to provide telecommunication access and services in rural areas (USO Program) for a total amount of Rp1.66 trillion, covering all Indonesian territories except Sulawesi, Maluku and Papua. Accordingly, Telkomsel obtained local fixed-line licenses and the right to use radio frequency in the 2390 MHz - 2400 MHz bandwith.

 

Subsequently, in 2010 and 2011, the agreements with BTIP were amended, which amendments cover, among other things, changing the price to Rp1.76 trillion and changing the term of payment from quarterly to monthly or quarterly. 

 

In January 2010, the MoCI granted Telkomsel operating licenses to provide local fixed-line services under the USO program.

 

F-77


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

27.   SERVICE CONCESSION ARRANGEMENT (continued)

 

b.  Telkomsel (continued)

 

On December 27, 2011, Telkomsel (on behalf of Konsorsium Telkomsel, a consortium which was established with Dayamitra on December 9, 2011) was selected by BPPPTI as a provider of the USO Program in the border areas for all packages (package 1 to package 13) with a total price of Rp830 billion. On such date, Telkomsel was also selected by BPPPTI as a provider of the USO Program (upgrading) of “Desa Pinter” or “Desa Punya Internet” for packages 1, 2 and 3 with a total price of Rp261 billion.

 

On March 31, 2014, the USO program for packages 1,2,3,6 and 7 ceased.On September 18, 2014, Telkomsel filed an arbitration claim with the Indonesia National Board of Arbitration for the settlement of the outstanding receivable from BPPPTI. As of December 31, 2014, the outstanding receivable balance from the USO program amounted to Rp108 billion. As of the date of approval and authorization for the issuance of the consolidated financial statements, the arbitration claim is still in process.

 

For the years ended December 31, 2012, 201 and 2014, the Company and Telkomsel recognized the following amounts:

 

 

201

 

201

 

2014

 

Revenues

 

 

 

 

 

 

Construction

245

 

67

 

1

 

Operation of telecommunication service centre

353

 

508

 

180

 

Profits (losses)

 

 

 

 

 

 

Construction

6

 

11

 

0

 

Operation of telecommunication service centre

83

 

150

 

(139)

 

 

As of December 31, 2013 and 2014, the Company’s and Telkomsel’s trade receivables from the USO program which are measured at amortized cost using the effective interest method amounted to Rp654  billion and Rp655 billion, respectively (Notes and 13). 

 

 

28.  PERSONNEL EXPENSES

 

The breakdown of personnel expenses is as follows:

 

 

2012

 

2013

 

2014

 

Salaries and related benefits

3,257

 

3,55

 

3,759

 

Vacation pay, incentives and other benefits

3,400

 

3,252 

 

3,182

 

Employees’ income tax

1,022

 

1,160

 

1,317

 

Pension benefit cost (Note 33

831

 

988

 

643

 

Post-employment health care benefit cost (Note 33

246

 

382

 

248

 

Housing

200

 

220

 

224

 

LSA expense (Note 34

121

 

19

 

115

 

Insurance

83

 

92

 

98

 

Other employee benefits cost (Note 33)

35

 

15

 

56

 

Other post-employment benefit cost (Note 33

42

 

41

 

48

 

Early retirement program

699

 

-

 

-

 

Others

24

 

107

 

8

 

Total

9,960

 

9,82

 

9,776

 

Refer to Note 3 for details of related party transactions.

 

F-78


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

29.  OPERATIONS, MAINTENANCE AND TELECOMMUNICATION SERVICE EXPENSES

 

The breakdown of operations, maintenance and telecommunication service expenses isas follows:

 

 

201

 

201

 

2014

 

Operations and maintenance

9,012

 

10,667 

 

12,583

 

Radio frequency usage charges (Notes 38c.i  and 38c.ii

3,002

 

3,098

 

3,207

 

Concession fees and USOcharges 

1,445

 

1,59

 

1,818

 

Electricity, gas and water

879

 

1,063

 

1,180

 

Cost of set top boxes, SIM and RUIM cards (Note 8)

687

 

752

 

1,031

 

Leased lines and CPE

407

 

440 

 

758

 

Vehicles rental and supporting facilities

293

 

43

 

581

 

Cost of IT services

222

 

677

 

357

 

Insurance

671

 

374

 

335

 

Project management

102

 

13

 

180

 

Others (each below Rp75 billion)

76

 

89

 

258

 

Total

16,79

 

19,332

 

22,288

 

 

Refer to Note 3 for details of related party transactions.

 

 

30.  GENERAL AND ADMINISTRATIVE EXPENSES

 

The breakdown of general and administrative expenses is as follows:

 

 

2012

 

2013

 

2014

 

General expenses

527

 

675

 

967

 

Provision for impairment of receivables (Note 7d)

915

 

1,589 

 

784

 

Training, education and recruitment

259

 

412 

 

528

 

Collection expenses

341

 

340

 

369

 

Travelling

259

 

341

 

355

 

Professional fees

187

 

272

 

266

 

Meetings

105

 

138

 

162

 

Security and screening

62

 

93

 

104

 

Social contribution

129

 

85

 

96

 

Others (each below Rp75 billion)

252

 

210

 

332

 

Total

3,036 

 

4,155

 

3,963

 

 

Refer to Note 3 for details of related party transactions.

 

 

31.  INTERCONNECTION EXPENSES

 

The breakdown of interconnection expenses is as follows:

 

 

2012

 

2013

 

2014

 

Domestic interconnection and access 

3,464

 

3,720

 

3,639

 

International interconnection

1,203

 

1,207

 

1,254

 

Total

4,667

 

4,92

 

4,893

 

 

Refer to Note 3 for details of related party transactions.

 

F-79


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

32  TAXATION 

 

a.   Prepaid income taxes

 

The breakdown of prepaid income taxes is as follows:

 

 

2013

 

2014

 

The Company - corporate income tax

-

 

60

 

Subsidiaries  - corporate income tax

96

 

391

 

Total

96

 

451

 

Current portion

(58

)

(28

)

Non-current portion (Note 13)

38

 

423

 

 

b.   Prepaid other taxes

 

The breakdown of prepaid other taxes is as follows:

 

 

2013

 

2014

 

The Company - Value Added Tax (“VAT”)

142

 

298

 

Subsidiaries: 

 

 

 

 

VAT

751

 

1,140

 

Article 23 - Withholding tax on services delivery

35

 

37

 

Import duties

10

 

-

 

Total

938

 

1,475

 

Current portion

(477

)

(1,153

)

Non-current portion (Note 13)

461

 

322

 

 

c.   Current income tax liabilities

 

The breakdown of current income tax liabilities is as follows:

 

 

 

 

2013

 

2014

 

The Company:

 

 

 

 

 

Article 25 - Installment of corporate income tax

 

53

 

6

 

Article 29 - Corporate income tax

 

165

 

-

 

Subsidiaries: 

 

 

 

 

 

Article 25 - Installment of corporate income tax

 

440

 

483

 

Article 29 - Corporate income tax

 

284

 

957

 

Total

 

942

 

1,501

 

 

F-80


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

32  TAXATION  (continued)

 

d.   Other tax liabilities

 

The breakdown of other tax liabilities is as follows:

 

 

2013

 

2014

 

The Company:

 

 

 

 

Article 4 (2) - Final tax

11

 

27

 

Article 21 - Individual income tax

34

 

25

 

Article 22 - Withholding tax on goods delivery and import

5

 

2

 

Article 23 - Withholding tax on services

12

 

10

 

Article 26 - Withholding tax on non-resident income

1

 

2

 

VAT

194

 

197

 

VAT - Tax Collector

247

 

257

 

Sub-total

504

 

520

 

Subsidiaries: 

 

 

 

 

Article 4 (2) - Final tax

48

 

81

 

Article 21 - Individual income tax

82

 

97

 

Article 23 - Withholding tax on services

34

 

72

 

Article 26 - Withholding tax on non-resident income

16

 

28

 

VAT

72

 

77

 

Sub-total

252

 

355

 

Total

756

 

875

 

 

 

e.   The components of income tax expense (benefit) are as follows:

 

 

2012

 

2013

 

2014

 

Current

 

 

 

 

 

 

The Company

878 

 

909

 

822

 

Subsidiaries

5,750

 

6,086

 

6,794

 

Sub-total

6,628

 

6,995

 

7,616

 

Deferred

 

 

 

 

 

 

The Company

(461

)

(113

)

(174 

)

Subsidiaries

(281

)

18

 

(101

)

Net

(742

)

(9

)

(275

)

Net income tax expense

5,886

 

6,900 

 

7,341

 

 

F-81


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

32  TAXATION  (continued)

 

f.    Reconciliation of income tax expense

 

The reconciliation between the income tax expense calculated by applying the applicable tax rate of 20% to the profit before income tax less income subject to final tax, and the net income tax expense as shown in the consolidated statements of comprehensive income is as follows:

 

 

2012

 

2013

 

2014

 

Profit before income tax

24,027

 

27,030

 

28,579

 

Less income subject to final tax

(913

)

(1,780 

)

(2,334

)

Net

23,114

 

25,250 

 

26,245

 

Income tax expense calculated at the Company’s applicable statutory tax rate of 20%

4,623 

 

5,050

 

5,249

 

Difference in applicable statutory tax rate for subsidiaries

1,050

 

1,213

 

1,236

 

Non-deductible expenses

392

 

567

 

512

 

Final income tax expense

52

 

93

 

168 

 

Realization on sale of long-term investment

-

 

(100

)

-

 

Deferred tax assets that cannot be utilized - net

-

 

84

 

94

 

Others

(231

)

(7

)

82

 

Net income tax expense

5,886

 

6,900

 

7,341

 

 

 

The computations of the net income tax expense for the years ended December 31, 2012, 201 and 201 are as follows:

 

 

2012

 

2013

 

2014

 

Estimated taxable income of the Company

4,209

 

4,241

 

3,687

 

Corporate income tax:

 

 

 

 

 

 

The Company

842

 

848

 

73

 

Subsidiaries

5,734 

 

6,054 

 

6,710 

 

Final tax expense:

 

 

 

 

 

 

The Company

36

 

61

 

84

 

Subsidiaries

16

 

32

 

84

 

Total income tax expense - current

6,628

 

6,995

 

7,616

 

 

 

F-82


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

32.  TAXATION (continued)

 

f.    Reconciliation of income tax expense (continued) 

 

2012

 

2013

 

2014

 

Income tax (benefit) expense - deferred - effect of temporary differences at enacted maximum tax rates

 

 

 

 

 

 

The Company

 

 

 

 

 

 

Amortization of intangible assets, land rights and others

(7

)

(3

)

3

 

Depreciation and gain on sale of property and equipment

(348

)

(38

)

(8

)

Realization of accrual (accrual) of  expenses and inventory write-off (provision for inventory obsolescence) 

8

 

(5

)

(49

)

Trade receivables write-off (provision  for impairment of receivables)

58

 

(170

)

(24

)

Finance leases

31

 

(73

)

(13

)

Net periodic post-employment benefits costs and provision for employee benefits

(94

)

(18

)

(

)

Amortization of (addition  to) deferred installation fee

31

 

(16

)

(2

)

Valuation of long-term investment

-

 

70

 

(1

)

Realization of accrual (accrual) of early retirement benefits

(140

)

140

 

-

 

Net

(461

)

(113

)

(174

)

Telkomsel

 

 

 

 

 

 

Charges from leasing transactions

23

 

98

 

133

 

Depreciation of property and equipment

(156

)

(95

)

(224

)

Provision for employee benefits

(49

)

(44

)

(27

)

Trade receivables write-off (provision  for impairment of receivables)

(53

)

(4

)

(8

)

Amortization of license

(5

)

19

 

(1

)

Accounts receivable - Government

(14

)

6

 

-

 

Net

(254

)

(20

)

(127

)

Subsidiaries - others - net

(27

)

3

 

26

 

Net income tax benefit - deferred

(742

)

(95

)

(275

)

Income tax expense - net

5,886

 

6,900

 

7,341

 

 

 

F-83


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

32  TAXATION (continued) 

 

f.    Reconciliation of income tax expense (continued)

 

Tax Law No. 36/2008 which is further regulated in Government Regulation No. 77/2013 stipulates a reduction of 5% from the top rate applicable to qualifying listed companies, for those whose stocks are traded in the IDX which meet the prescribed criteria that the public owns 40% or more of the total fully paid and traded shares, and such shares are owned by at least 300 parties, with each party owning less than 5% of the total paid-up shares. These requirements must be met by a company for a period of 183 days in one tax year. The Company has met all of the required criteria; therefore, for the purpose of calculating income tax expense and liabilities for the financial reporting periods ended December 31, 2012, 2013 and 2014, the Company has reduced the applicable tax rate by 5%

 

The Company applied the tax rate of 20% for the years ended December 31, 2012, 2013  and 2014. The subsidiaries applied the tax rate of 25% for the years ended December 31, 2012, 201 and 2014

 

The Company will submit the above corporate income tax computation in its income tax return (“Surat Pemberitahuan Tahunan” or “Annual SPT”) for the fiscal year 2014 that will be reported to the tax office based on prevailing regulations. The amount of corporate income tax for the year ended December 31, 2013 agreed with what was reported in the Annual SPT.

 

g.   Tax assessments

 

(i)     The Company

 

In November 2013, the Company received tax assessment  letters  (SKPKBs) No. 00056/207/07/093/13 to No.00065/207/07/093/13, all dated November 15, 2013, for the underpayment of VAT for the periods  January - September and November 2007 amounting to Rp142 billion. On January 20, 2014, the Company filed its objection to the SKPKBs with the Tax Authorities.The Company has received the  rejection of its objection through the decree of the Directorate General of Tax (“DGT”) No. 2498 to 2504 and 2541 to 2543/WPJ.19/2014dated December 16 and 18, 2014, respectively. The Company accepted the assessment on the underpayment of VAT amounting to Rp22 billion (including penalty of Rp10 billion). The accepted portion was charged to the 2014 consolidated statement of comprehensive income. The Company plans to file an appeal to the rejection of the objection on underpayment of VAT on interconnections. As of the date of approval and authorization for the issuance of the consolidated financial statements, the Company is still in the process of filing the appeal.

 

In November 2014, the Company received SKPKBs as a result of the tax audit for the fiscal year 2011 by  the Tax Authorities. Based on the letters, the Company underpaid VAT for the tax period January until  December 2011 amounting  to Rp182.5 billion (including  penalty of Rp60 billion) and corporateincome tax for  2011 amounting  to Rp2.8 billion (including  penalty of Rp929 million). The Company has paid the assessments. The accepted portion on the underpayment of VAT amounting to Rp4.7 billion (including penalty of Rp2 billion) was charged to the 2014 consolidated statement of comprehensive income and the portion of VAT on interconnection amounting to Rp178 billion (including  penalty of Rp58 billion) is recognized as claim for tax refund. The Company has submitted to the Tax Authorities the objectionto the tax assessment result in regard to the underpayment of VAT related to interconnection transactions for 2011. As of the date of approval and authorization for the issuance of the consolidated financial statements, the objection is still in process.

 

 

F-84


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

32  TAXATION (continued)

 

g.   Tax assessments (continued)

 

(ii)   Telkomsel

 

On April 21, 2010, the Tax Authorities filed a judicial review request to the Indonesian Supreme Court (“SC”) for the Tax Court’s acceptance of Telkomsel’s request to cancel the Tax Collection Letter (STP) for the underpayment of its December 2008 Income Tax Article 25 amounting to Rp429 billion (including penalty of Rp8 billion). In May 2010, Telkomsel filed  a contra-appeal to the SC. As of the date of approval and authorization for the issuance of the consolidated financial statements, the judicial review is still in process.

 

On August 10, 2010, the Tax Authorities filed a judicial review request to the SC for the Tax Court’s acceptance of Telkomsel’s appeal on the 2004 and 2005 assessments for VAT totalling Rp215 billion. In September 2010, Telkomsel filed a contra-appeal to the SC. Based on its verdict which was received in June 2014, the SC decided to reject the request from the Tax Authorities. The SC verdict is legally binding in favor of Telkomsel.

 

In May and June 2012, Telkomsel received the refund of penalty on its 2010 Income Tax Article 25 underpayment amounting to Rp15.7 billion based on the Tax Court’s verdict. On July 17, 2012, the Tax Authorities filed a judicial review request to the SC on the Tax Court’s verdict. On September 14, 2012, Telkomsel filed a contra-appeal to the SC. As of the date of approval and authorization for the issuance of the consolidated financial statements, the judicial review is still in process.

 

On March 12, 2012, Telkomsel received assessment letters as a result of the tax audit for the fiscal year 2010 by the Tax Authorities. Based on the letters, Telkomsel overpaid corporate income tax and underpaid VAT amounting to Rp597.4 billion and Rp302.7 billion (including penalty of Rp73.3 billion), respectively. Telkomsel accepted the assessment on the overpayment of corporate income tax and Rp12.1 billion of the underpayment of the VAT (including penalty of Rp6.3 billion). The accepted underpayment portion was charged to the 2012 consolidated statement of comprehensive income. On April 5, 2012, Telkomsel received the refund for the overpayment of corporate income tax for fiscal year 2010 amounting to Rp294.7 billion, net of underpayment of VAT of Rp302.7 billion (including penalty). On May 24, 2012, Telkomsel filed an objection to the Tax Authorities for the assessment on the underpayment of VAT of Rp290.6 billion (including penalty of Rp67 billion) and recorded it as a claim for tax refund. On May 1, 2013, the Tax Authorities rejected Telkomsel’s objection. Subsequently, on July 29, 2013, Telkomsel filed an appeal to the Tax Court. As of the date of approval and authorization for the issuance of the consolidated financial statements, the appeal is still in process.

 

In December 2013, the Tax Court accepted Telkomsel’s appeal to the assessment for 2006 VAT and withholding taxes totalling Rp116 billion. In February 2014, Telkomsel received the refund.

 

On January 22, 2014, Telkomsel received the verdict from the Tax Court concerning the former’s claim for tax refund for import duties. Based on its verdict, the Tax Court accepted the portion of Telkomsel’s claim. In February 2014, Telkomsel submitted a request to refund the accepted portion of the claim amounting to Rp8.5 billion.On September 30, 2014, Telkomsel received  a partial refund of the claim for import duties amounting to Rp587 million (including penalty of Rp579 million). Subsequently, on October 2, 2014, Telkomsel received the remaining claim amounting to Rp7.92 billion.

 

 

F-85


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

32  TAXATION (continued)

 

g.   Tax assessments (continued)

 

(ii)   Telkomsel (continued) 

 

On November 7, 2014, Telkomsel received assessment letters as a result of the tax audit for the fiscal year 2011 by the Tax Authorities. Based on the letters, Telkomsel underpaid corporate income tax, VAT and withholding tax amounting to Rp257.8 billion, Rp2.9 billion and Rp2.2 billion (including penalty of Rp85.3 billion), respectively. Telkomsel accepted the assessment of Rp7.8 billion of the underpayment of corporate income tax, Rp1 billion of the underpayment of VAT and Rp2.2 billion of the underpayment of withholding tax (including penalty of Rp3.5 billion). The accepted portion was charged to the 2014 consolidated statement of comprehensive income.

 

In December 2014, Telkomsel paid the assessment and filed an objection to the Tax Authorities for the assessment for the underpayment of corporate income tax of Rp250 billion (including penalty of Rp81.1 billion), which Telkomsel recorded as a claim for tax refund. In February 2015, Management had already filed an objection for the assessment on the underpayment of VAT. As of the date of approval and authorization for the issuance of the consolidated financial statements, the objection on the corporate income tax and VAT assessment is still in process.

 

Telkomsel is of the opinion that tax position is possible to be sustained upon examination in the Tax Court.

 

h.   Deferred tax assets and liabilities

 

The details of deferred tax assets and liabilities are as follows:

 

 

January 1, 2013

 

(Charged) credited to the

consolidated statement of

comprehensive income 

 

Recognized in other

comprehensive incom

 

Acquisition and 

divestment of subsidiary

 

December 31, 2013

 

The Company

 

 

 

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

Provision for impairment of receivables

276

 

170

 

-

 

-

 

446

 

Net periodic pension and other post-employment benefit cost

851

 

48

 

(558

)

-

 

341

 

Provision for employee benefits

173

 

(30

)

-

 

-

 

143

 

Deferred installation fee

54

 

16

 

-

 

-

 

70

 

Accrued expenses and provision for inventory obsolescence

22

 

5

 

-

 

-

 

27

 

Finance leases

(64

)

73

 

-

 

-

 

9

 

Provision for early retirement expense

140

 

(140

)

-

 

-

 

-

 

Total deferred tax assets

1,452

 

142

 

(558

)

-

 

1,036

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

Difference between accounting and tax property and equipment net carrying value

(1,581

)

38

 

-

 

-

 

(1,543

)

Valuation of long-term investment

-

 

(70

)

-

 

-

 

(70

)

Land rights, intangible assets and others

(14

)

3

 

-

 

-

 

(11

)

Total deferred tax liabilities

(1,595 

)

(29

)

-

 

-

 

(1,624

)

Net deferred tax liabilities

(143

)

113

 

(558

)

-

 

(588

)

Telkomsel

 

 

 

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

Provision for employee benefits

297

 

44

 

(134

)

-

 

207

 

Provision for impairment of receivables

117

 

4

 

-

 

-

 

121

 

Recognition of interest under USO arrangements

6

 

(6

)

-

 

-

 

-

 

Total deferred tax assets

420

 

42

 

(134 

)

-

 

328 

 

 

 

F-86


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

32  TAXATION (continued)

 

h.   Deferred tax assets and liabilities (continued)

 

January 1, 2013

 

(Charged) credited to the

consolidated statement of

comprehensive income

 

Recognized in other

comprehensive income

 

Acquisition and

divestment of subsidiary

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

Telkomsel (continued)

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

Difference between accounting and tax property and equipment net carrying value

(2,363

)

95

 

-

 

-

 

(2,268

)

Finance leases

(23

)

(98

)

-

 

-

 

(121 

)

License amortization

(43

)

(19

)

-

 

-

 

(62 

)

Total deferred tax liabilities

(2,429

)

(22

)

-

 

-

 

(2,451 

)

Net deferred tax liabilities of Telkomsel

(2,009

)

20

 

(134 

)

-

 

(2,123 

)

Net deferred tax liabilities of the other subsidiaries

(100

)

(8

)

(4

)

(5

)

(19

)

Total deferred tax liabilities

(2,252 

)

4

 

(696

)

(5

)

(2,908 

)

Total deferred tax assets of other subsidiaries

102

 

5

 

(5

)

(80

)

6

 

 

 

 

January 1, 2014

 

(Charged) credited to the consolidated

statement of comprehensive income

 

Recognized in other

comprehensive incom

 

December 31, 201

 

The Company

 

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Provision for impairment of receivables

446

 

24

 

-

 

470

 

Net periodic pension and other post-employment benefit cost

341

 

7

 

(85

)

330

 

Accrued expenses and provision for inventory obsolescence

27

 

49

 

-

 

76

 

Provision for employee benefits

143

 

(71

)

-

 

72

 

Deferred installation  fee

70

 

2

 

-

 

72

 

Finance leases

9

 

13

 

-

 

22

 

Total deferred tax assets

1,036 

 

91

 

(85

)

1,042

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Difference between accounting and tax property and equipment net carrying value

(1,543 

)

8

 

-

 

(1,45

)

Valuation of long-term investment 

(70

)

1

 

-

 

(69

)

Land rights, intangible assets and others

(11

)

(3

)

-

 

(14

)

Total deferred tax liabilities

(1,624

)

8

 

-

 

(1,54

)

Net deferred tax liabilities

(588

)

174

 

(85

)

(499

)

Telkomsel

 

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Provision for employee benefits

20

 

27

 

40

 

274

 

Provision for impairment of receivables

121

 

8

 

-

 

129

 

Total deferred tax assets

328 

 

35

 

40

 

403

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Difference between accounting and tax property and equipment net carrying value

(2,268 

)

224

 

-

 

(2,044

)

Finance leases

(121 

)

(133

)

-

 

(254

)

License amortization

(62 

)

1

 

-

 

(61

)

Total deferred tax liabilities

(2,451 

)

92

 

-

 

(2,359

)

Net deferred tax liabilities of Telkomsel

(2,123 

)

127

 

40

 

(1,956

)

Net deferred tax liabilities of the other subsidiaries

(19

)

(51

)

-

 

(248

)

Total deferred tax liabilities

(2,908 

)

250

 

(45

)

(2,703

)

Total deferred tax assets of other subsidiaries

6

 

25

 

3

 

95

 

 

F-87


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

32  TAXATION (continued) 

 

h.   Deferred tax assets and liabilities (continued)

 

As of December 31, 2013 and 2014, the aggregate amounts of temporary differences associated with investments in subsidiaries and associated companies, for which deferred tax liabilities have not been recognized were Rp24,542 billion and Rp27,029 billion, respectively.

 

Realization of the deferred tax assets is dependent upon the Group’s capability in generating future profitable operations. Although realization is not assured, the Group believes that it is probable that these deferred tax assets will be realized through reduction of future taxable income when temporary differences reverse. The amount of deferred tax assets is considered realizable; however, it can be reduced if actual future taxable income is lower than estimates.

 

i.     Administration

 

From 2008 to 2014, the Company has been consecutively entitled to income tax rate reduction of 5% for meeting the requirements in accordance with Government Regulation No. 81/2007 in conjunction with the Ministry of Finance Regulation No. 238/PMK.03/2008. On the basis of historical data, for the year 2014, the Company calculated deferred tax using the tax rate of 20%.

 

The taxation laws of Indonesia require that the Company and its local subsidiaries submit individual tax returns on the basis of self-assessment. Under prevailing regulations, the DGT may assess or amend taxes within a certain period. For fiscal years 2007 and earlier, this period is within ten years from the time the tax became due, but not later than 2013, while for fiscal years 2008 and onwards, the period is within five years from the time the tax became due.

 

The Ministry of Finance of the Republic of Indonesia has issued Regulation No.85/PMK.03/2012 dated June 6, 2012 concerning the appointment of State-Owned Enterprises ("SOEs") to withhold, deposit and report VAT and Sales Tax on Luxury Goods ("PPnBM") according to the procedures outlined in the Regulation which is effective from July 1, 2012. The Ministry of Finance of the Republic Indonesia also has issued Regulation No.224/PMK.011/2012 dated December 26, 2012 concerning the appointment of SOEs to withhold income tax article 22 which is effective from February 23, 2013. The Company has withheld, deposited, and reported the VAT and PPnBM or VAT and also income tax article 22 in accordance with the Regulation.

 

No tax audit has been conducted for fiscal years 2009, 2010, 2012  and 201 on the Company.

 

The Company received a certificate of tax audit exemption from the DGT for fiscal years 2009,2010 and 2012which is valid unless the Company files for corporate income tax overpayment, inwhich case a tax audit will be performed.

 

 

 

F-88


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT

 

The details of pension and other post-employment benefit liabilities are as follows:

 

 

Notes

 

2013

 

2014

 

Prepaid pension benefit cost

33a.i.a

 

949

 

1,170

 

Pension benefit and other post-employment benefit obligations

 

 

 

 

 

 

Pension

 

 

 

 

 

 

The Company

 

 

 

 

 

 

Unfunded

33a.i.b

 

2,201

 

2,326

 

Telkomsel

33a.ii

 

460

 

644

 

Infomedia

 

 

0

 

0

 

Total pension

 

 

2,661

 

2,970

 

Post-employment health care benefit

33b

 

993

 

441

 

Other post-employment benefit

33c

 

450

 

488

 

Obligation under the Labor Law

33d

 

154

 

216

 

Total

 

 

4,258

 

4,115

 

 

The breakdown of the net benefit expense recognized in the consolidated statements of comprehensive income is as follows:

 

 

Notes

 

2012

 

2013

 

2014

 

Pension

 

 

 

 

 

 

 

 

The Company

33a.i.a,33a.i.b

 

659

 

809

 

528

 

Telkomsel

33a.ii

 

172

 

178

 

115

 

Infomedia

 

 

0

 

1

 

0

 

Total pension

28

 

831

 

988

 

643

 

Post-employment health care benefit

28,33b

 

246

 

382

 

248 

 

Other post-employment benefit

28,33c

 

42

 

41

 

48

 

Obligation under the Labor Law

28,33d

 

35

 

15

 

56

 

Total

 

 

1,154

 

1,426 

 

99

 

 

 

The amounts recognized in OCI  are as follows:

 

 

Notes

 

2012

 

2013

 

2014

 

Defined benefit plan actuarial (gain) losses

 

 

 

 

 

 

 

 

Pension

 

 

 

 

 

 

 

 

The Company - net of asset ceiling limitation

33a.i.a,33a.i.b

 

1,100

 

(2,718

)

(452

)

Telkomsel

33a.ii

 

(103

)

(524

)

167

 

Post-employment health care benefit

33b

 

1,742

 

(2,336

)

(576

)

Other post-employment benefit

33c

 

32

 

(72

)

24

 

Obligation under the Labor Law

33d

 

(8

)

(50

)

10

 

Sub-total

 

 

2,763

 

(5,70

)

(827

)

Deferred tax effect at the applicable tax rates

32h

 

(197

)

701

 

4

 

Defined benefit plan actuarial (gain) losses, net of tax

 

 

2,566

 

(4,999

)

(785

)

 

F-89


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.   PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

a.   Pension benefit cost

 

i.    The Company

 

a.     Funded pension plan

 

The Company sponsors a defined benefit pension plan for employees with permanent status prior to July 1, 2002. The pension benefits are paid based on the participating employees’ latest basic salary at retirement and the number of years of their service. The plan is managed by Telkom Pension Fund (“Dana Pensiun Telkom” or “Dapen”). The participating employees contribute 18% (before March 2003: 8.4%) of their basic salaries to the pension fund. The Company’s contributions to the pension fund for the years ended December 31, 2012, 201 and 201 amounted to Rp18 billion Rp182 billion and Rpnil billion, respectively. 

 

The following table presents the changes in projected pension benefit obligations, changes in pension benefit plan assets, funded status of the pension plan and net amount recognized in the consolidated statements of financial position as of December 31, 2013 and 2014, on the defined benefit pension plan:

 

 

2013

 

2014

 

Changes in projected pensionbenefit obligations 

 

 

 

 

Projected pension benefit obligations at beginning of year

19,249

 

14,883

 

Charged to profit or loss

 

 

 

 

Service costs

450

 

188

 

Past service cost-plan amendment 

-

 

204

 

Interest costs

1,183

 

1,348

 

Pension plan participants’ contributions

44

 

45

 

Actuarial (gain) losses recognized in OCI

(5,387

)

1,471

 

Expected pension benefits paid

(656

)

(737

)

Projected pension benefit obligations at end of year

14,883 

 

17,402

 

Changes in pension benefit plan assets

 

 

 

 

Fair value of pension plan assets at beginning of year

18,222

 

16,803

 

Interest income

1,125

 

1,534

 

Return on plan assets (excluding amount included in net interest expense)

(2,039

)

1,340

 

Employer’s contributions

182

 

-

 

Pension plan participants’ contributions

44

 

45

 

Expected pension benefits paid

(656

)

(737

)

Administrative expenses paid

(75

)

(56

)

Fair value of pension plan assets at end ofyear

16,803 

 

18,929

 

Funded status

1,920

 

1,527

 

Unrecoverable surplus (effect of asset ceiling)

(971

)

(357

)

Prepaid pension benefit cost 

949

 

1,170

 

 

 

F-90


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

a.  Pension benefit cost (continued)

 

i.    The Company (continued)

 

a.     Funded pension plan (continued)

As of December 31, 2013 and 2014, plan assets consisted of:

 

 

2013

 

2014

 

 

Quoted in active market

 

Unquoted

 

Quoted in active market

 

Unquoted

 

Cash and cash equivalent

1,149

 

-

 

2,476

 

-

 

Equity instruments

 

 

 

 

 

 

 

 

Finance

884

 

-

 

1,137

 

-

 

Consumer goods

634

 

-

 

796

 

-

 

Infrastructure, utilities and transportation

625

 

-

 

724

 

-

 

Construction, property and real estate

226

 

-

 

508

 

-

 

Basic industry and chemical

421

 

-

 

409

 

-

 

Trading, service and investment

288

 

-

 

269

 

-

 

Mining

159

 

-

 

142

 

-

 

Agriculture

82

 

-

 

62

 

-

 

Miscellaneous industries 

373

 

-

 

325

 

-

 

Equity-based mutual fund

1,080 

 

-

 

1,172

 

-

 

Fixed income instruments

 

 

 

 

 

 

 

 

Corporate bonds

-

 

3,516

 

-

 

3,351

 

Government bonds

6,354

 

495

 

6,526

 

451

 

Non-public equity - direct placement

-

 

121

 

-

 

153

 

Property

-

 

106

 

-

 

153

 

Others

-

 

290

 

-

 

275

 

Total

12,275 

 

4,528 

 

14,546

 

4,383

 

 

Pension plan assets also include Series B shares issued by the Company with fair values totalling Rp336 billion and Rp348  billion, representing 2.00% and 1.84% of total plan assets as of December 31, 2013 and 2014, respectively, and bonds issued by the Company with fair value totalling Rp15 billion and Rp151  billion representing 0.90% and 0.80% of total assets as of December 31, 201 and 2014, respectively.

 

The expected return is determined based on market expectation for returns over the entire life of the obligation by considering the portfolio mix of the plan assets. The actual return on plan assets was (Rp989  billion) and Rp2,817 billion for the years ended December 31, 2013 and 2014 respectively. Based on the Company’s policy issued on January 14, 2014 regarding Dapen’s Funding Policy, the Company will not contribute to Dapen when Dapen’s Funding Sufficiency Ratio (FSR) is above 105%. Therefore, the Company does not expect to contribute to th defined benefit pension plan in 2015

 

Based on the Company policy issued on July 1, 2014, regarding Pension Regulation by Dana Pensiun Telkom, there is an increase in monthly benefits given to the pensioners, widow/widower or the children  of participants who stopped  working before the end of June 2002.

 

 

F-91


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

a.   Pension benefit cost (continued)

 

              i.      The Company (continued)

a.   Funded pension plan (continued)

 

The movements of the prepaid pension benefit cost during the years ended December 31, 2013 and 2014 are as follows:

 

 

2013

 

2014

 

Prepaid (provision for) pension benefit cost at beginning of year

(1,027

)

949

 

Net periodic pension benefit cost

(583

)

(262 

)

Actuarial gain (losses) recognized via the OCI

5,387

 

(1,471

)

Asset ceiling recognized via the OCI

(971

)

614

 

Return on plan assets (excluding amount included in net interest expense)

(2,039

)

1,340

 

Employer’s contributions

182

 

-

 

Prepaid pension benefit cost at end of year

949

 

1,170

 

 

 

The components of net periodic pension benefit cost are as follows:

 

 

2012

 

2013

 

2014

 

Service costs

372

 

450

 

188

 

Past service cost - plan amendment 

-

 

-

 

204

 

Plan administration cost

60

 

75

 

56

 

Net interest cost

(38

)

5

 

(186

)

Net periodic pension benefit cost

394

 

58

 

262

 

Amount charged to subsidiaries under contractual agreements

(12

)

(21

)

(8

)

Net periodic pension benefit cost

382

 

56

 

254

 

 

Amounts recognized in OCI  are as follows:

 

 

2012

 

2013

 

2014

 

Actuarial (gain) losses recognized during the year

2,123

 

(5,38

)

1,471

 

Asset ceiling limitation

-

 

971

 

(614

)

Return on plan assets (excluding amount included in net interest expense)

(895

)

2,039

 

(1,340

)

Net

1,228

 

(2,377 

)

(483

)

 

 

F-92


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

a.   Pension benefit cost (continued)

 

                  i.    The Company (continued)

 

a.     Funded pension plan (continued)

 

The actuarial valuation for the defined benefit pension plan was performed based on the measurement date as of December 31, 2012, 2013 and 2014, with reports dated February 28, 2013, February 28, 2014 and March 13, 2015, respectively, by PT Towers Watson Purbajaga (“TWP”), an independent actuary in association with Towers Watson (“TW”) (formerly Watson Wyatt Worldwide). The principal actuarial assumptions used by the independent actuary as of December 31, 2012, 2013 and 2014 are as follows:

 

 

2012

 

2013

 

2014

 

Discount rate

6.25%

 

9.00

 

8.50%

 

Rate of compensation increases

8.00%

 

8.00% 

 

8.00%

 

Indonesia mortality table

2011

 

2011

 

2011

 

 

b.    Unfunded pension plan

 

The Company sponsors unfunded defined benefit pension plans and a defined contribution pension plan for its employees.

 

The defined contribution pension plan is providedto employees hired with permanent status on or after July 1, 2002. The plan is managed by Financial Institutions Pension Fund (“Dana Pensiun Lembaga Keuangan” or “DPLK”). The Company’s contribution to DPLK is determined based on a certain percentage of the participants’ salaries and amounted to Rp6 billion eachfor the years ended December 31, 2013 and 2014, respectively.

 

Since 2007, the Company has provided pension benefit based on uniformulation for both participants prior to and from April 20, 1992 effective for employees retiring beginning February 1, 2009. The change in benefit has increased the Company’s obligations by Rp699 billion, which is amortized over 9.9 years until 2016. In 2010, the Company replaced the uniformulation with Manfaat Pensiun Sekaligus (“MPS”). MPS is given to those employees reaching retirement age, upon death or upon becoming disabled starting from February 1, 2009. The change in benefit has increased the Company’s obligations by Rp435 billion, which is amortized over 8.63 years until 2018.

 

The Company also provides benefits to employees during a pre-retirement period in which they are inactive for 6 months prior to their normal retirement age of 56 years, known as pre-retirement benefits (“Masa Persiapan Pensiun” or “MPP”). During the pre-retirement period, the employees still receive benefits provided to active employees, which include, but are not limited to regular salary, health care, annual leave, bonus and other benefits. Since 2012, the Company has issued a new requirement for MPP effective for employees retiring beginning April 1, 2012, whereby the employee is required to file a request for MPP and if the employee does not file the request, he or she is required to work until the retirement date.

 

 

F-93


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

a.   Pension benefit cost (continued)

 

                i.      The Company (continued)

 

b.    Unfunded pension plan (continued)

 

The following table presents the changes of the unfunded projected pension benefit obligations of MPS and MPP for the years ended December 31, 2013 and 2014:

 

 

2013

 

2014

 

Changes in projected pension benefit obligations

 

 

 

 

Unfunded projected pension benefit obligations at beginning of year

2,437

 

2,201

 

Charged to profit or loss

 

 

 

 

Service costs

97

 

8

 

Interest costs

150

 

194 

 

Actuarial (gain)losses recognized in OCI

(341

)

31

 

Benefits paid by employer

(142

)

(180

)

Unfunded projected pension benefit obligations at end of year

2,201

 

2,326

 

 

 

            The components of total periodic pension benefit cost are as follows:

 

 

2012

 

2013

 

2014

 

Service costs

104

 

97

 

80

 

Net interest cost

173

 

150

 

194

 

Total periodic pension benefit cost

277

 

247

 

274

 

 

Amounts recognized in OCI amounted to (Rp128 billion), (Rp341 billion) and Rp31 billion for the years ended December 31, 2012, 2013 and 2014, respectively.

 

The actuarial valuation for the defined benefit pension planwas performed, based on the measurement date as ofDecember 31, 2012, 2013 and 2014, with reports dated February 28, 2013, February 28, 2014 and March13, 2015, respectively, by PT Towers Watson Purbajaga (“TWP”), an independent actuary in association with Towers Watson (“TW”) (formerly Watson Wyatt Worldwide). The principal actuarial assumptions used by the independent actuary as of December 31, 2012, 2013 and 2014 are as follows:

 

 

2012

 

2013

 

2014

 

Discount rate

6.25%

 

9.00

 

8.50%

 

Rate of compensation increases

8.00%

 

8.00% 

 

8.00%

 

Indonesia mortality table

2011

 

2011

 

2011

 

 

F-94


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

a.  Pension benefit cost (continued)

 

ii. Telkomsel

 

Telkomsel provides a defined benefit pension plan to its employees. Under this plan, employees are entitled to pension benefits based on their latest basic salary or take-home pay and the number of years of their service. PT Asuransi Jiwasraya (“Jiwasraya”), a state-owned life insurance company, manages the plan under an annuity insurance contract. Until 2004, the employees contributed 5% of their monthly salaries to the plan and Telkomsel contributed any remaining amount required to fund the plan. Starting 2005, the entire contributions have been fully made by Telkomsel.

 

Telkomsel's contributions to Jiwasraya amounted to Rpnil and Rp98 billion for the years ended December 31, 2013 and 2014, respectively.

 

The following table presents the changes in projected pension benefit obligation, changes in pension benefit plan assets, funded status of the pension plan and net amount recognized in the consolidated statements of financial position for the years ended December 31, 2013 and 2014, on Telkomsel’s defined benefit pension plan:

 

 

2013

 

2014

 

Changes in projected pensionbenefit obligation

 

 

 

 

Projected pension benefit obligation at beginning of year

1,472

 

899

 

Charged to profit or loss

 

 

 

 

Service costs

130

 

74

 

Net interest cost

88

 

81

 

Actuarial (gain) losses recognized in OCI

(789

)

234

 

Expected benefits paid

(2

)

(7

)

Projected pension benefit obligation at end of year

899

 

1,281 

 

Changes in pension benefit plan assets

 

 

 

 

Fair value of plan assets at beginning of year

666

 

439

 

Interest income in profit or loss

40

 

40

 

Return on plan assets (excluding amount included in net interest expense) in OCI

(265

)

67

 

Employer’s contributions

0

 

98

 

Expected benefits paid

(2

)

(7

)

Fair value of plan assets at end ofyear

439

 

637 

 

Funded status

(460

)

(644

)

Provision for pension benefit cost 

(460

)

(644

)

 

 

F-95


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

a.   Pension benefit cost (continued)

 

ii.    Telkomsel(continued) 

 

Movements of the provision for pension benefit cost during the years ended December 31, 2013 and 2014:  

 

 

2013

 

2014

 

Provision for pension benefit cost at beginning of year

(806

)

(460

)

Periodic pension benefit cost

(178

)

(115

)

Actuarial gain (losses) recognized via the OCI

789

 

(234

)

Return on plan assets (excluding amount included in net interest expense)

(265

)

67

 

Employer contributions

0

 

98

 

Provision for pension benefit cost at end of year

(460

)

(644 

)

 

 

The components of the periodic pension benefit cost are as follows:

 

 

2012

 

2013

 

2014

 

Service costs

120

 

130

 

74

 

Net interest cost

52

 

48

 

41

 

Total

172

 

178

 

115

 

 

Amount recognized in OCI  are as follows:

 

 

2012

 

2013

 

2014

 

Actuarial (gain) losses recognized during the year

37

 

(789

)

234

 

Return on plan assets (excluding amount included in net interest expense)

(140

)

265

 

(67

)

Net

(103

)

(524

)

167 

 

 

The periodic pension cost for the pension plan was calculated, based on the measurement date as of December 31, 2012, 201 and 2014, with reports dated February 12, 2013, February 20, 2014 and February 5, 2015, respectively, by TWP, an independent actuary in association with TW. The principal actuarial assumptions used by the independent actuary based on the measurement date as of December 31, 2012, 201 and 2014, are as follows:

 

 

2012

 

2013

 

2014

 

Discount rate

6.00%

 

9.00% 

 

8.25%

 

Rate of compensation increases

6.50%

 

6.50%

 

6.50%

 

Indonesian mortality table

2011

 

2011

 

2011

 

 

F-96


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

b.   Post-employment  health care benefit provision

 

The Company provides post-employment health care benefits to all of its employees hired before November 1, 1995 who have worked for the Company for 20 years or more when they retire, and to their eligible dependents. The requirement to work for 20 years does not apply to employees who retired prior to June 3, 1995. The employees hired by the Company starting from November 1, 1995 are no longer entitled to this plan. The plan is managed by Yakes.

 

The defined contribution post-employment health care benefit plan is provided to employees hired with permanent status on or after November 1, 1995 or employees with terms of service less than 20 years at the time of retirement. The Company’s contribution to the plan amounted to Rp1 billion and Rp15 billion for the years ended December 31, 201 and 2014, respectively.

 

The following table presents the changes in projected post-employment health care benefit provision, change in post-employment health care plan assets, funded status of the post-employment health care benefit plan and net amount recognized in the consolidated statements of financial position as of December 31, 2013 and 2014

 

 

2013

 

2014

 

Changes in projected post-employment health care benefit provision

 

 

 

 

Projected post-employment health care benefit obligation at beginning of year

13,162

 

10,653

 

Service costs

70

 

45

 

Interest costs

813

 

942

 

Actuarial (gain) losses

(3,099

)

238

 

Expected post-employment health care benefits paid

(293

)

(373

)

Projected post-employment health care benefit provision at endof year

10,653

 

11,505

 

Changes in post-employment health care plan assets 

 

 

 

 

Fair value of plan assets at beginning of year

9,913

 

9,660

 

Interest income

620

 

863

 

Return on plan assets (excluding amount included in net interest expense)

(763

)

814

 

Employer’s contributions

302

 

226

 

Expected post-employment health care benefits paid

(293

)

(373

)

Administrative expenses paid

(119

)

(126

)

Fair value of plan assets at end of year

9,660

 

11,064

 

Funded status

(993 

)

(441

)

Provision for post-employment health care benefit

(993 

)

(441

)

 

F-97


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

b.   Post-employment  health care benefit provision (continued)

 

As of December 31, 2013 and 2014, plan assets consisted of:

 

 

2013

 

2014

 

 

Quoted in active market

 

Unquoted

 

Quoted in active market

 

Unquoted

 

Cash and cash equivalent

355

 

-

 

794

 

-

 

Listed shares:

 

 

 

 

 

 

 

 

Manufacturing and consumer

400

 

-

 

516

 

-

 

Finance industry

263

 

-

 

369

 

-

 

Construction

154

 

-

 

271

 

-

 

Infrastructure and telecommunication

166

 

-

 

202

 

-

 

Wholesale

139

 

-

 

145

 

-

 

Mining

63

 

-

 

69

 

-

 

Other industries:

 

 

 

 

 

 

 

 

Services

42

 

-

 

65

 

-

 

Agriculture

25

 

-

 

23

 

-

 

Biotech and Pharma Industry

3

 

-

 

9

 

-

 

Others

15

 

-

 

38

 

-

 

Equity-based mutual funds

1,683

 

-

 

1,767

 

-

 

Fixed income-based securities:

 

 

 

 

 

 

 

 

Fixed income mutual funds

6,219

 

-

 

6,589

 

-

 

Unlisted shares:

 

 

 

 

 

 

 

 

Private placement

-

 

83

 

-

 

177

 

Others

-

 

50

 

-

 

30

 

Total

9,527

 

133

 

10,857

 

207

 

 

Yakes plan assets also include Series B shares issued by the Company with fair value totalling Rp120  billion and Rp140  billion representing1.25% and 1.27% of total assets as of December 31, 2013 and 2014 respectively.

 

The expected return is determined based on market expectation for returns over the entire life of the obligation by considering the portfolio mix of the plan assets. The actual return on plan assets was (Rp261  billion) and Rp1,550 billion for the years ended December 31, 2013 and 2014, respectively. The Company does not expect to contribute to its post-employment health care plan during 2015

 

The movements of the provision for projected post-employment health care benefit for the years ended December 31, 2013 and 2014 are as follows:

 

 

2013

 

2014

 

Changes in projected post-employment health care benefit provision

 

 

 

 

Defined benefit liability at beginning of year

3,249

 

993

 

Net periodic pension cost

382

 

250

 

Employer contributions

(302

)

(226

)

Actuarial (gain) losses  recognized via the OCI

(3,099

)

238

 

Return on plan assets (excluding amount included in net interest expense)

763

 

(814

)

Provision for post-employment health care benefit

993

 

441

 

 

F-98


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

b.   Post-employment  health care benefit provision (continued)

 

The components of net periodic post-employment health care benefit cost for the years ended December 31, 2012, 201 and 201 are as follows:

 

 

2012

 

2013

 

2014

 

Service costs

56

 

70

 

45

 

Plan administration cost

88

 

119

 

126

 

Net interest cost

102

 

19

 

79

 

Net periodic post-employment health care benefit cost

246

 

38

 

250

 

Amounts charged to subsidiaries under contractual agreements 

(1

)

(

)

(2

)

Net periodic post-employment health care benefit cost

245

 

38

 

248

 

 

Amounts recognized in OCI  are as follows:

 

 

2012

 

2013

 

2014

 

Actuarial (gain) losses recognized during the year

2,074

 

(3,099

)

238

 

Return on plan assets (excluding amount included in net interest expense)

(332

)

76

 

(814

)

Net

1,742

 

(2,33

)

(576

)

 

The actuarial valuation for the post-employment health care benefits was performed based on the measurement date as of December 31, 2012, 201 and 2014, with reports dated February 28, 2013, February 28, 2014 and March13, 2015, respectively, by TWP, an independent actuary in association with TW. The principal actuarial assumptions used by the independent actuary as of December 31, 2013 and 2014 are as follows:

 

 

2012

 

2013

 

2014

 

Discount rate

6.25%

 

9.00

 

8.50%

 

Health care costs trend rate assumedfor next year

7.00%

 

7.00

 

7.00%

 

Ultimate health care costs trend rate

7.00%

 

7.00%

 

7.00%

 

Year that the rate reaches the ultimate trend rate

201

 

201

 

2015

 

Indonesian mortality table

2011

 

2011

 

2011

 

 

 

F-99


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.   PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

c.  Other post-employment benefits provisions

 

The Company provides other post-employment benefits in the form of cash paid to employees on their retirement or termination. These benefits consist of final housing allowance (“Biaya Fasilitas Perumahan Terakhir” or BFPT) and home passage leave (“Biaya Perjalanan Pensiun dan Purnabhakti” or BPP).

 

The changes of the projected other post-employment benefit obligations for the years ended December 31, 2013 and 2014 are as follows:

 

 

2013

 

2014

 

Changes in projected other post-employment benefits provision

 

 

 

 

Unfunded projected benefit obligations at beginning of year

508

 

450

 

Charged to profit or loss

 

 

 

 

Service costs

11

 

9

 

Net interest cost

30

 

39

 

Actuarial (gain) losses recognized in  OCI

(72)

 

24

 

Benefits paid by employer

(27)

 

(34)

 

Provision for other post-employment benefits

450

 

488

 

 

The components of the projected  other post-employment benefit cost for the years ended December 31, 2012, 2013 and 2014 are as follows:

 

 

2012

 

2013

 

2014

 

Service costs

10

 

11

 

9

 

Net interest cost

32

 

30

 

39

 

Total

42

 

41

 

48

 

 

Amounts recognized in OCI amounted to Rp32 billion, (Rp72 billion) and Rp24 billion for the years ended December 31, 2012, 2013 and 2014, respectively.

 

The actuarial valuation for the other post-employment benefits was calculated based on measurement date as of December 31, 2012, 201 and 2014, with reports dated February 12, 2013, February 20, 2014 and March13, 2015, respectively, by TWP, an independent actuary in association with TW. The principal actuarial assumptions used by the independent actuary based on the measurement date as of December 31, 2012, 201 and 2014, are as follows:

 

 

2012

 

2013

 

2014

 

Discount rate

6.25%

 

9.00% 

 

8.50

 

Rate of compensation increases

8.00%

 

8.00%

 

8.00

 

Indonesian mortality table

2011

 

2011

 

2011

 

 

F-100


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

33.  PENSION AND OTHER POST-EMPLOYMENT BENEFIT (continued)

 

d.   Obligation under the Labor Law

 

Under Law No. 13 Year 2003, the Group is required to provide minimum pension benefits, if not covered yet by the sponsored pension plans, to its employees upon retirement age. The total related obligation recognized as of December 31, 2013 and 2014 amounted to Rp15 billion and Rp216 billion, respectively. The related employee benefits cost charged to expense amounted to Rp35billion, Rp15 billion and Rp56 billion for the years ended December 31, 2012, 2013 and 2014, respectively. The actuarial (gain) losses recognized in OCI  amounted to (Rp8 billion), (Rp50 billion)and Rp1 billion for the year ended December 31, 2012, 2013 and2014, respectively.

 

Maturity Profile of Defined Benefit Obligation (“DBO”)

 

Weighted Average duration of DBO for the Company and Telkomsel are 18.9 years and 15.14 years,respectively. The timing of benefits payments for 2014 is as follows (in millions of rupiah):

 

 

 

Expected Benefits Payment

 

Time Period

 

The Company

 

Telkomsel

 

Post-employment health care

 

Other post-employment benefits

 

Funded

 

Unfunded

Within next 10 years

 

14,555

 

3,152

 

282

 

5,009

 

695

 

Within 10-20 years

 

20,361

 

204

 

2,848

 

7,035

 

184

 

Within 20-30 years

 

17,979

 

12

 

6,902

 

7,519

 

54

 

Within 30-40 years

 

10,418

 

0

 

7,434

 

6,174

 

1

 

Within 40-50 years

 

3,347

 

-

 

4,917

 

3,210

 

-

 

Within 50-60 years

 

477

 

-

 

2,024

 

400

 

-

 

Within 60-70 years

 

23

 

-

 

407

 

2

 

-

 

Within 70-80 years

 

0

 

-

 

29

 

0

 

-

 

 

Sensitivity Analysis

 

0.5% change in discount rate and rate of salary would have effect on DBO, as follows:

 

 

 

Discount Rate

 

Rate of Compensation

 

 

 

0.5% Increase

 

0.5% Decrease

 

0.5% Increase

 

0.5% Decrease

 

Sensitivity

 

Increase (decrease) in amounts

 

Increase (decrease) in amounts

 

Funded

 

(856)

 

933

 

212

 

(219)

 

Unfunded

 

(39)

 

41

 

34

 

(34)

 

Telkomsel

 

(120)

 

135

 

76

 

(71)

 

Post-employment health care

 

(1,407)

 

1,730

 

1,862

 

(1,530)

 

Other post-employment benefits

 

(10)

 

8

 

-

 

-

 

 

The sensitivity analyses have been determined based on a method that extrapolates the impact on DBO as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

 

The sensitivity results above determine the individual impact on the Plan’s DBO at the end of the year. In reality, the Plan is subject to multiple external experience items which may move the DBO in similar or opposite directions, and  the Plan’s sensitivity to such changes can vary over time.

 

There are no changes in the methods and assumptions used in preparing the sensitivity analyses from the previous period.

 

F-101


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

34.  LONG SERVICE AWARDS PROVISIONS

 

Telkomsel and Patrakom provide certain cash awards or certain number of days leave benefits to their  employees based on the employees’ length of service requirements, including LSA and LSL. LSA are paid either at the time the employees reach certain yearsduring employment, or at the time of termination. LSL represents certain number of days leave benefit or its equivalent in cash, subject to approval by management, provided to employees who meet the requisite number of years of service and with a certain minimum age.

 

The obligation with respect to these awards which was determined based on an actuarial valuation using the Projected Unit Credit method, amounting  to Rp336 billion and Rp410 billion  as of December 31, 2013 and 2014, respectively The related benefit costs charged to expense amounted to Rp121 billion, Rp19 billion and Rp115 billionfor the year ended December 31, 2012, 2013 and 2014, respectively (Note 28)

 

35.  RELATED PARTY TRANSACTIONS

 

In the normal course of its business, the Group entered  into transactions with its related parties. It is the Company’s policy that the pricings of these transactions be the same as those of arm’s length transactions.

 

a.     Nature of relationships and accounts/transactions with related parties

 

Details of the nature of relationshipsand accounts/transactions with significant related parties are as follows:

 

Related parties

 

Nature of relationships with related parties

 

Nature ofaccounts/transactions 

 

The Government Ministr of Finance

 

Majority stockholder

 

Internet and data revenues, other telecommunication service revenues, finance costs and investment in financial instruments

 

Government agencies

 

Entity under common control

 

Network revenues and operating expenses

 

MoCI

 

Entity under common control

 

Concession fees, radio frequency usage charge, USO charges, telecommunication service revenue and operating expenses

 

State-owned enterprises

 

Entity under common control

 

Internet and data revenues, other telecommunication service revenues, operating expenses, purchase of property and equipment, construction and installation services, insurance expense, finance income, finance costs, investment in financial instruments, insurance for property and equipment, insurance for employees, electricity expenses and cost of SIM cards

 

Indosat

 

Entity under common control

 

Interconnection revenues, interconnection expenses, telecommunications facilities usage, operating and maintenance cost, leased lines revenue, satellite transponders usage revenues, usage of data communication network system expenses and lease revenues

 

PT Aplikanusa Lintasarta (“Lintasarta”)

 

Entity under common control

 

Interconnection revenues, network revenues, usage of data communication network system expenses and leased lines expenses

 

Indosat Mega Media

 

Entity under common control

 

Network revenues

 

INTI

 

Entity under common control

 

Purchase of property and equipment

 

LEN

 

Entity under common control

 

Purchase of property and equipment

 

State-owned banks

 

Entity under common control

 

Finance income and finance costs

 

 

 

F-102


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

35.  RELATED PARTY TRANSACTIONS (continued)

 

a.                     Nature of relationships and accounts/transactions with related parties (continued)

 

Related parties

 

Nature of relationships with related parties

 

Nature ofaccounts/transactions 

 

BNI

 

Entity under common control

 

Internet and data revenue, other telecommunication service revenue,finance income and finance costs

 

Bank Mandiri

 

Entity under common control

 

Internet and data revenue,other telecommunication service revenue,finance income and finance costs

 

BRI

 

Entity under common control

 

Internet and data revenue, other telecommunication service revenue,finance income and finance costs

 

BTN

 

Entity under common control

 

Internet and data revenue, other telecommunication service revenue,finance income and finance costs

 

PT Bank Syariah Mandiri(“BSM”)

 

Entity under common control

 

Internet and data revenue, other telecommunication service revenue, and finance costs

 

PT Bank BRI Syariah(“BRI Syariah”)

 

Entity under common control

 

Internet and data revenue,other telecommunication service revenue,and finance costs

 

BJB

 

Entity under common control

 

Finance income

 

Bahana

 

Entity under common control

 

Available-for-sale financial assets, bondsand notes

 

Yakes

 

Entity under common control

 

Medical expenses

 

CSM

 

Associated company

 

Satellite transponders usage revenues, leased lines revenues and transmission lease expenses

 

Patrakom*

 

Associated company

 

Satellite transponders usage revenues,leased lines revenues and transmission lease expenses

 

Indonusa**)

 

Associated company

 

Leased line revenues, telecommunication services revenue and data telecommunication expense

 

PSN***)

 

Associated company

 

Satellite transponders usage revenues, leased lines revenues, transmission lease expenses, interconnection revenues and interconnection expense

 

Koperasi Pegawai Telkom (“Kopegtel”)

 

Entity under significant influence

 

Purchase of property and equipment,construction and installation services,leases of buildings, leases of vehicles,purchases of materials and construction services, utilities of maintenance andcleaning services and RSA revenues

 

PT Sandhy Putra Makmur(“SPM”)

 

Entity under significant influence

 

Leases of buildings, leases of vehicles, purchases of materials and construction services, utilities maintenance and cleaning services

 

Koperasi Pegawai Telkomsel (“Kisel”)

 

Entity under significant influence

 

Leases of vehicles, printing and distributionof customer bills, collection fee and otherservices fee, distribution of SIM cards andpulse reload vouchers

 

PT Graha Informatika Nusantara (“Gratika”)

 

Entity under significant influence

 

Leased lines revenues, purchase ofproperty and equipment, installation expenseand maintenance expense

 

Directors and commissioners

 

Key management personnel

 

Honorarium and facilities

 

 

        *) Patrakom became a subsidiary on September 25, 2013 (Note 1d and 3a).  

        **) On October 8, 2013, the Company sold its 80% ownership in Indonusa (Notes 3b and 11).

        ***) On June 26, 2014, PSN is not longer as associated company due to the dilution in percentage of ownership.

 

F-103


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

35.  RELATED PARTY TRANSACTIONS (continued)

 

b.  Transactions with related parties

 

The following are significant transactions with related parties:

 

 

201

 

2013

 

201

 

 

Amount

 

% of total revenues

 

Amount

 

% of total revenues

 

Amount

 

% of total revenues

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

Majority Stockholder

 

 

 

 

 

 

 

 

 

 

 

 

The Government Ministry of Finance

166

 

0.22

 

178

 

0.2

 

168

 

0.1

 

Entities under common control

 

 

 

 

 

 

 

 

 

 

 

 

Government agencies

1,330

 

1.72

 

1,603

 

1.93 

 

1,328 

 

1.48 

 

Indosat

1,090

 

1.41

 

1,116

 

1.35 

 

1,015

 

1.13 

 

State-owned enterprises

549

 

0.72

 

757

 

0.91 

 

649

 

0.72 

 

BRI

99

 

0.13

 

231

 

0.2

 

277

 

0.31 

 

MoCI

255

 

0.33

 

641

 

0.77 

 

253

 

0.28 

 

BNI

123

 

0.16

 

123

 

0.15 

 

137

 

0.15 

 

Bank Mandiri

115

 

0.15

 

204

 

0.25 

 

133

 

0.15 

 

Lintasarta

106

 

0.14

 

87

 

0.10 

 

81

 

0.09

 

BTN

47

 

0.06

 

86

 

0.10 

 

30

 

0.0

 

BSM

29

 

0.04

 

41

 

0.05 

 

1

 

0.02 

 

BRI Syariah

11

 

0.01

 

28

 

0.0

 

14

 

0.0

 

Sub-total

3,754

 

4.87

 

4,917

 

5.92

 

3,934 

 

4.38 

 

Entities under significant influence

 

 

 

 

 

 

 

 

 

 

 

 

Kisel

2,375

 

3.08

 

2,75

 

3.32

 

3,07

 

3.43

 

Gratika

36

 

0.05

 

375 

 

0.4

 

389

 

0.43 

 

Sub-total

2,411

 

3.13

 

3,131

 

3.77

 

3,46

 

3.8

 

Associated companies

 

 

 

 

 

 

 

 

 

 

 

 

Indonusa**) 

38

 

0.05

 

103

 

0.12 

 

74

 

0.08

 

CSM

64

 

0.08

 

45

 

0.0

 

37

 

0.04

 

PSN***)

27

 

0.04

 

31

 

0.04

 

-

 

-

 

Patrakom*

80

 

0.10

 

-

 

-

 

-

 

-

 

Sub-total

209

 

0.27

 

179

 

0.21

 

111 

 

0.1

 

Others

81

 

0.11

 

71

 

0.09 

 

218 

 

0.24 

 

Total

6,621

 

8.60

 

8,476

 

10.20

 

7,896

 

8.79 

 

 

 

 

2012

 

2013

 

2014

 

 

Amount

 

% of total expenses

 

Amount

 

% of total expenses

 

Amount

 

% of total expenses

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Entities under common control

 

 

 

 

 

 

 

 

 

 

 

 

MoCI

6,539

 

12.57

 

4,606 

 

8.07 

 

5,031 

 

8.22 

 

State-owned enterprises

1,117

 

2.15

 

1,087

 

1.90 

 

1,054

 

1.72

 

Indosat

1,004

 

1.93

 

1,008

 

1.77 

 

937

 

1.53 

 

Yakes

150

 

0.29

 

159

 

0.28 

 

157

 

0.25 

 

Government agencies

-

 

-

 

-

 

-

 

46

 

0.07 

 

Sub-total

8,810

 

16.94

 

6,86

 

12.0

 

7,225 

 

11.79 

 

 

F-104


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

35.  RELATED PARTY TRANSACTIONS (continued) 

 

b.   Transactions with related parties (continued)

 

 

2012

 

2013

 

2014

 

 

Amount

 

% of total expenses

 

Amount

 

% of total expenses

 

Amount

 

% of total expenses

 

EXPENSES (continued)

 

 

 

 

 

 

 

 

 

 

 

 

Entities under significant influence

 

 

 

 

 

 

 

 

 

 

 

 

Kisel

825

 

1.59

 

743

 

1.30

 

922

 

1.50 

 

Kopegtel

817

 

1.57

 

692

 

1.21

 

550

 

0.90 

 

SPM

25

 

0.05

 

118 

 

0.21 

 

10

 

0.0

 

Sub-total

1,667

 

3.21

 

1,553

 

2.72

 

1,482

 

2.41 

 

Associated companies

 

 

 

 

 

 

 

 

 

 

 

 

CSM

100

 

0.19

 

63

 

0.1

 

50

 

0.08 

 

PSN***)

165

 

0.3

 

187

 

0.33 

 

-

 

-

 

Indonusa**) 

-

 

-

 

28

 

0.0

 

-

 

-

 

Patrakom*

73

 

0.14

 

-

 

-

 

-

 

-

 

Sub-total

338

 

0.6

 

278

 

0.49 

 

50

 

0.08 

 

Others

36

 

0.0

 

52

 

0.09

 

38

 

0.07

 

Total

10,851

 

20.87

 

8,743 

 

15.3

 

8,795 

 

14.35 

 

 

 

 

2012

 

2013

 

2014

 

 

Amount

 

% of total finance income

 

Amount

 

% of total finance income

 

Amount

 

% of total finance income

 

FINANCE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Majority stockholder

 

 

 

 

 

 

 

 

 

 

 

 

The Government Ministry of Finance

13

 

2.18

 

13

 

1.5

 

13

 

1.05

 

Entities under common control

 

 

 

 

 

 

 

 

 

 

 

 

State-owned banks

366

 

61.41

 

530 

 

63.40

 

750

 

60.58

 

Others

-

 

-

 

7

 

0.8

 

3

 

0.24

 

Total

379

 

63.59

 

550

 

65.80

 

766

 

61.87

 

 

 

 

2012

 

2013

 

2014

 

 

Amount

 

% of total finance costs

 

Amount

 

% of total finance costs

 

Amount

 

% of total finance costs

 

FINANCE COSTS

 

 

 

 

 

 

 

 

 

 

 

 

Majority stockholder

 

 

 

 

 

 

 

 

 

 

 

 

The Government Ministry of Finance

82

 

3.99

 

84

 

5.59 

 

85

 

4.69

 

Entities under common control

 

 

 

 

 

 

 

 

 

 

 

 

State-owned banks

424

 

20.63

 

518 

 

34.44 

 

830

 

45.80

 

Others

-

 

-

 

4

 

0.27

 

-

 

-

 

Total

506

 

24.62

 

606

 

40.30 

 

915

 

50.49

 

 

 

F-105


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

35.  RELATED PARTY TRANSACTIONS (continued) 

 

b.   Transactions with related parties (continued)

 

 

2013

 

2014

 

 

Amount

 

% of total property and equipment purchased

 

Amount

 

% of total property and equipment purchased

 

PURCHASE OF PROPERTY AND EQUIPMENT (Note 12)

 

 

 

 

 

 

 

 

Entities under common control

 

 

 

 

 

 

 

 

INTI

-

 

-

 

429

 

1.74

 

LEN

-

 

-

 

40

 

0.16

 

State-owned enterprises

126

 

0.51

 

-

 

-

 

Entities under significant influence

 

 

 

 

 

 

 

 

Kopegtel

223

 

0.90

 

109

 

0.44

 

Gratika

-

 

-

 

33

 

0.13

 

Others

59

 

0.24

 

29

 

0.12

 

Total

408

 

1.65

 

640

 

2.5

 

 

 

Presented below are balances of accounts with related parties:

 

 

 

2013 (Restated) 

 

2014

 

 

 

Amount

 

% of total assets

 

Amount

 

% of total assets

 

a.

Cash and cash equivalents (Note 5)

11,985

 

9.3

 

10,53

 

7.44

 

b.

Other current financial assets (Note 6)

1,543

 

1.20 

 

2,713

 

1.92

 

c.

Trade receivables (Note 7)

1,881

 

1.46

 

1,731

 

1.22

 

d.

Advances and prepaid expenses (Note 9

 

 

 

 

 

 

 

 

 

Entity under common control - MoCI

2,349

 

1.83

 

2,699

 

1.9

 

 

Others

82

 

0.06

 

24

 

0.02

 

 

Total

2,431

 

1.89

 

2,72

 

1.92

 

e.

Advances and othernon-current assets (Note 13)

 

 

 

 

 

 

 

 

 

Entities under common control

 

 

 

 

 

 

 

 

 

MoCI

619

 

0.48

 

493

 

0.3

 

 

BNI

52

 

0.0

 

12

 

0.01

 

 

Others

11

 

0.01

 

5

 

0.00

 

 

Total

682

 

0.53 

 

510

 

0.36

 

 

 

F-106


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

35.  RELATED PARTY TRANSACTIONS (continued) 

 

b.   Transactions with related parties (continued)

 

 

 

2013 (Restated)

 

2014

 

 

 

Amount

 

% of total liabilities

 

Amount

 

% of total liabilities

 

f.

Trade payables (Note 15)

 

 

 

 

 

 

 

 

 

Entities under common control

 

 

 

 

 

 

 

 

 

MoCI

960

 

1.86

 

1,160 

 

2.08

 

 

INTI

115

 

0.22

 

323

 

0.58

 

 

Indosat

218

 

0.42

 

146

 

0.26

 

 

Yakes

43

 

0.08

 

46

 

0.08

 

 

State-owned enterprises

1

 

0.00

 

0

 

0.00

 

 

Sub-total

1,337

 

2.58

 

1,67

 

3.00

 

 

Entity under significant influence - Kopegtel

82

 

0.16

 

55

 

0.1

 

 

Others

572

 

1.11

 

32

 

0.59

 

 

Total

1,991

 

3.85

 

2,05

 

3.69

 

g.

Accrued expenses (Note 16)

 

 

 

 

 

 

 

 

 

Entities under common control - state-owned banks

53

 

0.10

 

84

 

0.15

 

 

Majority stockholder - The Government

 

 

 

 

 

 

 

 

 

Ministry of Finance

17

 

0.03

 

16

 

0.03

 

 

Total

70

 

0.13

 

100

 

0.1

 

h.

Advances from customers and suppliers

 

 

 

 

 

 

 

 

 

Majority stockholder - The Government

 

 

 

 

 

 

 

 

 

Ministry of Finance

19

 

0.04

 

19

 

0.03

 

i.

Short-term bank loans (Note 18)

 

 

 

 

 

 

 

 

 

Entities under common control

 

 

 

 

 

 

 

 

 

BRI

50

 

0.10

 

57

 

0.10

 

 

BSM

14

 

0.03

 

15

 

0.03

 

 

BRI Syariah

3

 

0.01

 

-

 

-

 

 

Total

67

 

0.14

 

72

 

0.13

 

j.

Two-step loans (Note 19a)

 

 

 

 

 

 

 

 

 

Majority stockholder - The Government

 

 

 

 

 

 

 

 

 

Ministry of Finance

1,915

 

3.70

 

1,615

 

2.90

 

k.

Long-term bank loans (Note 19c)

 

 

 

 

 

 

 

 

 

Entities under common control

 

 

 

 

 

 

 

 

 

BRI

4,043

 

7.81

 

4,357

 

7.82

 

 

BNI

2,351

 

4.54

 

2,975

 

5.34

 

 

Bank Mandiri

1,069

 

2.07

 

2,181

 

3.92

 

 

Total

7,463

 

14.42

 

9,513

 

17.08

 

 

 

F-107


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

35.  RELATED PARTY TRANSACTIONS (continued) 

 

c.   Significant agreements with related parties

 

i.   The Government

 

The Company obtained two-step loans from the Government (Note 19a).  

 

ii.  Indosat

 

The Company has an agreement with Indosat to provide international telecommunications services to the public.

 

The Company has entered into an interconnection agreement between the Company’s fixed line network (Public Switched Telephone Network or “PSTN”) and Indosat’s GSM mobile cellular telecommunications network in connection with the implementation ofIndosat Multimedia Mobile services and the settlement ofrelated interconnection rights and obligations.

 

The Company also has an agreement with Indosat for the interconnection of Indosat's GSM mobile cellular telecommunications network with the Company's PSTN, which enable each party’s customers to make domestic calls between Indosat’s GSM mobile network and the Company’s fixed line network, as well as allowing Indosat’s mobile customers to access the Company’s IDD service by dialing “007”.

 

The Company has been handling customer billings and collections for Indosat. Indosat is gradually taking overthe activities and performing its own direct billing and collection. The Company has received compensation from Indosat computed at 1% of the collections made by the Company starting from January 1, 1995, as well as the billing process expenses which are fixed at a certain amount per record. On December 11, 2008, the Company and Indosat agreed to implement IDD service charge tariff which already took  into account the compensation for billing and collection. The agreement is valid and effective starting from January to December 2012, and can be applied until a new agreement becomes available.

 

On December 28, 2006, the Company and Indosat signed amendments to the interconnection agreements for the fixed line networks (local, SLJJ and international) and mobile network for the implementation of the cost-based tariff obligations under the MoCI Regulation No.8/Year 2006. These amendments took effect starting on January 1, 2007.

 

Telkomsel also entered into an agreement with Indosat for the provision of international telecommunications services to its GSM mobile cellular customers.

 

The Company provides leased lines to Indosat and its subsidiaries, namely PT Indosat Mega Media and Lintasarta. The leased lines can be used by these companies for telephone, telegraph, data, telex, facsimile or other telecommunication services.

 

iii.  Others

 

The Company has entered into agreements with associated companies, namely CSM, PSN and Gratika for the utilization of the Company's satellite transponders or frequency channels of communication satellite and leased lines.

 

On April 1, 2013, Telkomsel entered into an agreement with PSN for the lease of PSN’s transmission link, which will expire on March 31, 2016.

 

 

F-108


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

35.  RELATED PARTY TRANSACTIONS (continued)

 

c.   Significant agreements with related parties (continued)

 

iii.   Others (continued)

 

Kisel is a co-operative that was established by Telkomsel’s employees to engage in car rental services, printing and distribution of customer bills, collection and other services principally for the benefit of Telkomsel. Telkomsel also has dealership agreements with Kisel for distribution of SIM cards and pulse reload vouchers.

 

On June 27, 2014, the Company signed a Conditional Business Transfer Agreement with Telkomsel for the transfer of its Flexi business to Telkomsel (Note 38c.ii)

 

d.   Key management personnel remuneration

 

Key management personnel consists of the Boards of Commissioners and Directors of the Company and its subsidiaries.

 

The Group provides remuneration in the form of honorarium and facilities to support the operational duties of the Board of Commissioners and short-term employment benefits in the form of salaries and facilities to support the operational duties of the Board of Directors. The total of such remuneration is as follows:

 

 

201

 

201

 

201

 

 

Amount

 

% of total expenses

 

Amount

 

% of total expenses

 

Amount

 

% of total expenses

 

Board of Directors

252

 

0.49%

 

354

 

0.62%

 

563

 

0.92%

 

Board of Commissioners

61

 

0.12%

 

106

 

0.19%

 

155

 

0.25%

 

 

 

36.  SEGMENT INFORMATION

 

In 2012, management decided to change the way it manages the Group's business portfolios from a product-based approach to a customer-centric approach, as part of the Group’s strategy to provide a one-stop solution to its customers. This decision resulted in a change in the Group’s organizational structure to accommodate decision-making and performance assessment based on a customer-centric approach. Consequently, the segment financial information presented to the Group's Chief Operational Decision Maker was amended to facilitate decision making on the new segments.

 

The Group has four main operating segments, namely corporate, home, personal and others. The corporate segment provides telecommunications services, including interconnection, leased lines, satellite, VSAT, contact center, broadband access, information technology services, data and internet services to companies and institutions. The home segment provides fixed wireline telecommunications services, pay TV, data and internet services to home customers. The personal segment provides mobile cellular and fixed wireless telecommunications services to individual customers. Operating segments that are not monitored separately by the Chief Operation Decision Maker are presented as "Others", which provides building management services.

 

No operating segments have been aggregated to form the operating segments of personal, home and others, while corporate operating segment is aggregated from business, enterprise, wholesale and international operating segments since they have the similar economic characteristics and similar in other qualitative criteria such as providing similar network services and serving corporate customers.

 

 

F-109


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

36. SEGMENT INFORMATION (continued)

 

Management monitors the operating results of the business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured on the basis of Indonesian Financial Accounting Standards which differ significantly from IFRS primarily in the accounting for land rights and employee benefits.

 

However, the financing activities and income taxes are not separately monitored and are not allocated to operating segments.

 

Segment revenues and expenses include transactions between operating segments and are accounted at prices that management believes represent market prices

 

 

2012

 

 

Corporate

 

Home

 

Personal

 

Others

 

Total before Elimination

 

Elimination

 

Total Consolidated

 

IFRS Reconciliation

 

IFRS Balance

 

Segment results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External revenues

15,579

 

7,360

 

54,087

 

117

 

77,143

 

-

 

77,143

 

(16

)

77,127

 

Inter-segment revenues

6,468

 

2,223

 

2,188

 

648

 

11,527

 

(11,527

)

-

 

-

 

-

 

Total segment revenues

22,047

 

9,583

 

56,275

 

765

 

88,670

 

(11,527

)

77,143

 

(16

)

77,127

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External expenses

(13,961

)

(5,646

)

(31,169

)

(669

)

(51,445

)

-

 

(51,445

)

(185

)

(51,630

)

Inter-segment expenses

(4,015

)

(2,293

)

(5,203

)

(16

)

(11,527

)

11,527

 

-

 

-

 

-

 

Total segment expenses

(17,976

)

(7,939

)

(36,372

)

(685

)

(62,972

)

11,527

 

(51,445

)

(185

)

(51,630

)

Segment results

4,071

 

1,644

 

19,903

 

80

 

25,698

 

-

 

25,698

 

(201

)

25,497

 

Other information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

(4,375

)

(2,083

)

(10,664

)

(150

)

(17,272

)

-

 

(17,272

)

-

 

(17,272

)

Depreciation and amortization

(2,079

)

(1,168

)

(10,940

)

(22

)

(14,209

)

-

 

(14,209

)

(18

)

(14,227

)

Impairment of assets

-

 

-

 

(247

)

-

 

(247

)

-

 

(247

)

-

 

(247

)

Provision for impairment of receivables

(92

)

(505)

 

(318

)

-

 

(915

)

-

 

(915

)

-

 

(915

)

 

 

 

2013

 

 

Corporate

 

Home

 

Personal

 

Others

 

Total before Elimination

 

Elimination

 

Total Consolidated

 

IFRS Reconciliation

 

IFRS Balance

 

Segment results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External revenues

17,041

 

6,669

 

59,028

 

229

 

82,967

 

-

 

82,967

 

-

 

82,967

 

Inter-segment revenues

8,549

 

2,794

 

2,358

 

909

 

14,610

 

(14,610

)

-

 

-

 

-

 

Total segment revenues

25,590 

 

9,463 

 

61,386

 

1,138

 

97,577

 

(14,610

)

82,967 

 

-

 

82,967

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External expenses

(15,211

)

(5,939 

)

(32,991 

)

(980

)

(55,121 

)

-

 

(55,121

)

(119

)

(55,240

)

Inter-segment expenses

(5,164

)

(2,946

)

(6,472

)

(28

)

(14,610 

)

14,610

 

-

 

-

 

-

 

Total segment expenses

(20,375

)

(8,885 

)

(39,463 

)

(1,008

)

(69,731 

)

14,610

 

(55,121

)

(119

)

(55,240 

)

Segment results

5,215 

 

578

 

21,923

 

130

 

27,846 

 

-

 

27,846 

 

(119

)

27,727

 

Other information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

(6,237 

)

(2,34

)

(15,662 

)

(659

)

(24,898 

)

-

 

(24,898 

)

-

 

(24,898 

)

Depreciation and amortization

(2,423

)

(1,487

)

(11,234

)

(40

)

(15,184

)

-

 

(15,184

)

(25 

)

(15,209

)

Impairment of assets

-

 

-

 

(596

)

-

 

(596

)

-

 

(596

)

-

 

(596 

)

Provision for impairment of receivables

(994

)

(390

)

(202

)

(3

)

(1,589

)

-

 

(1,589

)

-

 

(1,589 

)

 

 

F-110


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

36. SEGMENT INFORMATION (continued)

 

 

2014

 

 

Corporate

 

Home

 

Personal

 

Others

 

Total before Elimination

 

Elimination

 

Total Consolidated

 

IFRS Reconciliation

 

IFRS Balance

 

Segment results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External revenues

18,763

 

6,682

 

64,000

 

251

 

89,696

 

-

 

89,696

 

-

 

89,696

 

Inter-segment revenues

10,652

 

2,667

 

2,68

 

1,632

 

17,637 

 

(17,637 

)

-

 

-

 

-

 

Total segment revenues

29,415 

 

9,349 

 

66,686 

 

1,883 

 

107,333 

 

(17,637 

)

89,696 

 

-

 

89,696

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

External expenses

(16,014

)

(5,407

)

(37,243

)

(1,655

)

(60,319

)

-

 

(60,319

)

(20

)

(60,52

)

Inter-segment expenses

(6,561

)

(3,487

)

(7,526 

)

(63

)

(17,637 

)

17,637 

 

-

 

-

 

-

 

Total segment expenses

(22,575 

)

(8,894

)

(44,769 

)

(1,718 

)

(77,956 

)

17,637 

 

(60,319

)

(205

)

(60,524 

)

Segment results

6,840

 

455

 

21,917 

 

165 

 

29,377 

 

-

 

29,377 

 

(205

)

29,172 

 

Other information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

(7,312

)

(3,529

)

(13,200

)

(620

)

(24,661

)

-

 

(24,661

)

-

 

(24,661

)

Depreciation and amortization

(2,699

)

(1,495

)

(12,071

)

(61

)

(16,326

)

-

 

(16,326

)

(47 

)

(16,373 

)

Impairment of assets

-

 

-

 

(805

)

-

 

(805

)

-

 

(805

)

-

 

(805

)

Provision for impairment of receivables

(184

)

(467

)

(133

)

-

 

(784

)

-

 

(784

)

-

 

(784

)

 

 

Geographic information:

 

 

2012

 

2013

 

2014

 

External revenues

 

 

 

 

 

 

Indonesia

75,488

 

81,095

 

87,896

 

Foreign countries

1,655

 

1,872

 

1,800

 

Sub-total

77,143

 

82,967

 

89,696

 

IFRS reconciliation

(16

)

-

 

-

 

Total

77,127

 

82,967

 

89,696

 

 

 

The revenue information above is based on the location of the customers.

 

 

2012

 

2013

 

2014

 

Non-current operating assets

 

 

 

 

 

 

Indonesia

78,046

 

87,193

 

95,920

 

Foreign countries

305

 

914

 

1,145

 

Total

78,351

 

88,107

 

97,065

 

 

Non-current operating assets for this purpose consist of property and equipment and intangible assets.

 

F-111


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

37.  REVENUE SHARING ARRANGEMENT (“RSA”)

 

The Company has entered into separate agreements with several investors under RSA to develop fixed lines, public card-phone booths, data and internet network and related supporting telecommunications facilities.

 

As of December 31, 2014, the Company has only one remaining RSA with an investor. The RSA is  located in Denpasar, Mataram and Kupang, with concession period of 148 months. RSAs with other investors have expired.

 

Under the RSA, the investors finance the costs incurred in developing the telecommunications facilities and the Company manages and operates the telecommunications facilities upon the completion of the construction. Repairs and maintenance costs during RSA period are borne jointly by the Company and investors. The investors legally retain the rights to the property and equipment constructed by them during the RSA period. At the end of the RSA period, the investors transfer the ownership of the telecommunications facilities to the Company at a nominal price.

 

Generally, the revenues earned in the form of line installation charges, outgoing telephone pulses and monthly subscription charges are shared between the Company and investors based on certain agreed amount and/or ratio.

 

 

38.  SIGNIFICANT COMMITMENTS AND AGREEMENTS

 

a.   Capital expenditures

 

As of December 31, 2014, capital expenditures committed under the contractual arrangements, principally relating to procurement and installation of switching equipment, transmission equipment and cable network, are as follows:

 

Currencies

 

Amounts in foreign currencies (in millions)

 

Equivalent in rupiah

 

Rupiah

 

-

 

9,837

 

U.S. dollar

 

512

 

6,349

 

Euro

 

0.35

 

5

 

SGD

 

0.40

 

4

 

Total

 

 

 

16,195

 

 

 

 

F-112


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

38.  SIGNIFICANT COMMITMENTS AND AGREEMENTS (continued)

 

a.   Capital expenditures (continued)

 

The above balances include the following significant agreements:

 

(i)     The Company

 

Contracting parties

 

Initial date of agreement

 

Significant provisions of the agreement

 

The Company and PT Industri Telekomunikasi Indonesia

 

December 30, 2010

 

Procurement and installation agreement for copper wire access modernization through Trade-In/Trade-Off method

 

The Company and PT Len Industri (Persero)

 

March 29, 2012

 

Procurement and installation agreement for copper wire access modernization through Trade-In/Trade-Off method

 

The Company and PT Ketrosden Triasmitra-PT Nautic Maritime Salvage Consortium

 

August 30, 2012

 

Procurement and installation agreement for “Sistem Komunikasi Kabel Laut” (“SKKL”) Luwuk-Tutuyan Cable System (LTCS)

 

The Company and Furukawa and Partners Consortium

 

November 14, 2012

 

Procurement and installation of Outside Plant Fiber To The Home (OSP FTTH) DIVA Regional V and VII

 

The Company and JF DJAFA Consortium

 

November 14, 2012

 

Procurement and installation agreement of OSP FTTH DIVA Regional II

 

The Company and ASN-PT Lintas Consortium

 

May 6, 2013

 

Procurement and installation agreement of Sulawesi Maluku Papua Cable System (SMPCS) project

 

The Company and NEC Corp-PT NEC Indonesia Consortium

 

May 28, 2013

 

Procurement and installation of SMPCS package-2

 

The Company and PT Datacomm Diangraha

 

June 26, 2013

 

Procurement and installation agreement for expansion of Maintenance Support (MS) Service for Metro Ethernet Platform ALU

 

The Company and PT Lintas Teknologi Indonesia

 

July 22, 2013

 

Procurement and installation agreement for expansion of DWDN platform ALU

 

The Company and PT Cisco Technologies Indonesia

 

November 14, 2013

 

The partnership for procurement and installation agreement of WIFI CISCO

 

The Company and PT NEC Indonesia

 

November 29, 2013

 

Procurement and installation agreement for IP Radio Equipment for Backhaul Node-B Telkomsel Package-3 Platform NEC

 

The Company and PT Huawei Tech Investment

 

December 6, 2013

 

Procurement and installation agreement for IP Radio Equipment for Backhaul Node-B Telkomsel Package-2 Platform Huawei

 

The Company and Thales Alenia Space France

 

July 14, 2014

 

Telkom-3 Subtitution (T3S) Satellite System

 

The Company and QNet Indonesia

 

July 22, 2014

 

Procurement and installation of SKKL Broadband Network Division

 

 

F-113


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

38.  SIGNIFICANT COMMITMENTS AND AGREEMENTS (continued)

 

a.   Capital expenditures (continued)

 

(ii)    Telkomsel 

 

Contracting parties

 

Initial date of agreement

 

Significant provisions of the agreement

 

Telkomsel, PT Ericsson Indonesia, Ericsson AB, PT Nokia Siemens Networks, NSN  Oy and Nokia Siemens Network GmbH & Co. KG

 

April 17, 2008

 

The combined 2G and 3G CS Core Network Rollout Agreements

 

Telkomsel, PT Ericsson Indonesia and PT Nokia Siemens Networks

 

April 17, 2008 

 

Technical Service Agreement (TSA) for combined 2G and 3G CS Core Network

 

Telkomsel, PT Ericsson Indonesia, Ericsson AB, PT Nokia Siemens Networks, NSN  Oy, Huawei International Pte. Ltd., PT Huawei and PT ZTE Indonesia

 

March and June 2009 

 

2G BSS and 3G UTRAN Rollout  agreement for the provision of 2G GSM BSS and 3G UMTS Radio Access Network

 

Telkomsel, PT Packet Systems Indonesia and PT Huawei

 

February 3, 2010

 

Maintenance and procurement of equipment and related service agreement for Next Generation Convergence IP RAN Rollout and Technical Support

 

Telkomsel, PT Dimension Data Indonesia and PT Huawei

 

February 3, 2010

 

Maintenance and procurement of equipment and related service agreement for Next Generation Convergence Core Transport Rollout and Technical Support

 

Telkomsel, Amdocs Software Solutions Limited Liability Company and PT Application Solutions

 

February 8, 2010

 

Online Charging System (“OCS”) and Service Control Points (“SCP”) System Solution Development Agreement

 

Telkomsel and PT Application Solutions

 

February 8, 2010

 

Technical Support Agreement to provide technical support services for the OCS and SCP

 

Telkomsel, Amdocs Software Solutions Limited Liability Company and PT Application Solutions

 

July 5, 2011

 

Development and Rollout agreement for Customer Relationship Management and Contact Center solutions

 

Telkomsel and PT Ericsson Indonesia

 

December 21, 2011

 

Development and Rollout Operating Support System (“OSS”) agreement

 

Telkomsel and Huawei International Pte. Ltd. and PT Huawei

 

July 17, 2012

 

CS Core System Rollout and CS Core System Technical Support agreement

 

Telkomsel and PT Ericsson Indonesia

 

March 25, 2013

 

Technical Support Agreement (TSA) for the procurement of Gateway GPRS Support Node (“GGSN”) Service Complex agreement

 

Telkomsel and Wipro Limited, Wipro Singapore Pte. Ltd. and PT WT Indonesia

 

April 23, 2013

 

Development and procurement of OSDSS Solution agreement

 

Telkomsel and PT Ericsson Indonesia

 

October 22, 2013

 

Procurement of GGSN Service Complex Rollout agreement

 

 

(iii)   GSD

 

Contracting parties

 

Initial date of agreement

 

Significant provisions of the agreement

 

TLT (subsidiary of GSD) and PT Adhi Karya

 

November 6, 2012 

 

Service arrangement structure and main contractor architecture for Telkom Landmark Tower Building development project

 

TLT (subsidiary of GSD) and PT Indalex

 

February 11, 2013

 

Procurement agreement for the Façade construction phase I unitized system Tower I and Tower II of Telkom Landmark Tower Building

 

GSD and PT Waskita Karya

 

June 25, 2014

 

Development of Infomedia’s building agreement

 

 

F-114


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

38.  SIGNIFICANT COMMITMENTS AND AGREEMENTS (continued)

 

a.   Capital expenditures (continued)

 

(iv)  TII 

 

Contracting parties

 

Initial date of agreement

 

Significant provisions of the agreement

 

TL (subsidiary of TII), Ericsson AB and PT Ericsson Indonesia

 

November 2, 2012

 

Operational Supporting System (OSS), Base Sub Station (BSS) and Value Added System (VAS) System Rollout and Radio Access Network (RAN) and Core System Rollout agreement

 

TL (subsidiary of TII) and PT Cascadiant Indonesia

 

December 31, 2012

 

Purchase of equipment phase I agreement

 

 

 

November 20, 2013

 

Purchase of equipment phase II agreement

 

 

 

b.   Borrowings and other credit facilities

 

(i)     As of December 31, 2014, the Company has bank guarantee facilities for tender bond, performance bond, maintenance bond, deposit guarantee and advance payment bond for various projects of the Company, as follows:

 

 

 

 

 

 

 

 

 

Facility utilized

 

Lenders

 

Total facility

 

Maturity

 

Currency

 

Original currency (in millions)

 

Rupiah equivalent

 

BRI

 

350

 

March 14, 2016

 

Rp

 

-

 

69

 

 

 

 

 

 

 

US$

 

0

 

2

 

BNI

 

250

 

March 31, 2015

 

Rp

 

-

 

81

 

 

 

 

 

 

 

US$

 

0

 

5

 

 

 

 

 

 

 

EUR

 

0

 

0

 

Bank Mandiri

 

150

 

December 23, 2015

 

Rp

 

-

 

52

 

Total

 

750

 

 

 

 

 

 

 

209

 

 

(ii)     Telkomsel has US$3 million bond and bank guarantee and standby letter of credit facilities  with SCB, Jakarta. The facilities expire on July 31, 2015. Under these facilities, as of December 31, 2014, Telkomsel has issued a bank guarantee of Rp20  billion (equivalent to US$1.6  million) for a 3G performance bond (Note 38c.i) and valid until March 24, 2015. Subsequently, on March 2, 2015, Telkomsel had extended the valid period until March 24, 2016.

 

Telkomsel has a Rp500 billion bank guarantee facility with BRI. The facility will expire on March 25, 2016. Under the facility, as of December 31, 2014, Telkomsel has issued a bank guarantee of Rp177 billion (equivalent to US$14.2 million) as payment commitment guarantee for annual right of usage fee valid until March 31, 2015.

 

Telkomsel has a Rp150 billion bank guarantee facility with BCA. The bank guarantee is valid until April 15, 2015. Under this facility, as of December 31, 2014, Telkomsel has issued a bank guarantee of Rp20 billion (equivalent to US$1.6 million) for a 3G performance bond (Note 38c.i).

 

Telkomsel also has a Rp100 billion bank guarantee facility with BNI. The bank guarantee is valid until December 11, 2015. Telkomsel uses this facility to replace the time deposit required as guaranty for the USO program amounting to Rp53 billion (Note 27).

 

(iii)    TII has a US$15 million bank guaranteefacility from Bank Mandiri. The facility expires on December 18, 2015. The bank guarantee facility balance as of December 31, 2014 amounted to US$10 million

 

F-115


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

38.  SIGNIFICANT COMMITMENTS AND AGREEMENTS (continued)

 

c.   Others

 

(i)     3G license

 

With reference to the Decision Letter No.07/PER/M.KOMINFO/2/2006, No.268/KEP/M.KOMINFO/9/2009 and No. 191 Year 2013  of the MoCI, Telkomsel is required, among other things, to:

1.  Pay an annual BHP fee which is calculated based on a certain formula over the license term (10 years) as set forth in the Decision Letters. The BHP is payable upon receipt of the notification letter (“Surat Pemberitahuan Pembayaran”) from the DGPI. The BHP fee is payable annually up to the expiry date of the license.

2.  Provide roaming access for the existing other 3G operators.

3.  Contribute to USO development.

4.  Construct a 3G network which covers at least 14 provinces by the sixth year of holding the 3G license.

5.  Issue a performance bond each year amounting to Rp20 billion or 5% of the annual fee to be paid for the subsequent year, whichever is higher.

 

(ii)   Radio Frequency Usage

 

Based on the Decree No. 76 dated December 15, 2010 of the Government, which amended Decree No. 7 dated January 16, 2009, the annual frequency usage fees for bandwidths of 800 Megahertz (“MHz”), 900 MHz and 1800 MHz are determined using a formula set forth in the Decree. The Decree is valid for 5 years unless further amended.

 

As an implementation of the above Decree, the Company and Telkomsel paid the first,second and third year annual frequency usage fees in 2010, 2011 and 2012, respectively.

 

Based on Decision Letters No. 881 dated September 10, 2013 and No. 884 dated September 10, 2013, the MoCI determined that the fourth year (2013) annual frequency usage fees of the Company and Telkomsel were Rp213 billion and Rp1,649 billion, respectively. The fees were paid in December 2013.

 

In order to maximize its business opportunities from the group synergy, the Company restructured its fixed wireless business unit by terminating the respective fixed wireless telecommunication network services and transferring the fixed wireless business and subscribers to Telkomsel. On June 27, 2014, the Company signed a Conditional Business Transfer Agreement with Telkomsel to transfer such business and subscribers to Telkomsel (Notes 6 and 35c.iii).

 

Based on Decision Letter No. 934 dated September 26, 2014, the MoCI approved the transfer of the Company’s frequency usage license on radio frequency spectrum of 800 MHz, specifically on spectrum of 880-887.5 MHz paired with 925-932.5 MHz, to Telkomsel. Telkomsel can use the radio frequency spectrum from the time the decision letter was issued.

 

During the transition  period, the Company is still able to use the radio frequency spectrum of 880-887.5  MHz paired  with 925-932.5 MHz until December 14, 2015

 

 

F-116


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

38.  SIGNIFICANT COMMITMENTS AND AGREEMENTS (continued)

 

c.   Others (continued)

 

(ii)   Radio Frequency Usage (continued)

 

Based on Decision Letter No. 940 dated September 26, 2014, MoCI determined that the fifth year (2014) annual frequency usage fee of Telkomsel was Rp2,198 billion. The fee includes frequency usage fee transferred from the Company to Telkomsel and was paid in December 2014

 

In 2014, the Company recorded a restructuring provision of Rp208 billion. The provision relates to the benefits provided in “Upgrade Telkomflexi” program that was introduced to encourage Telkom Flexi subscribers to migrate to Telkomsel services. The program was publicly announced on October 3, 2014. The restructuring is expected to be completed not later than December 14, 2015.

 

(iiiApple, Inc

 

On July 16, 2012, Telkomsel entered into an agreement with Apple South Asia Pte Ltd (“Apple”) for the purchase of iPhone products and provision of cellular network services in Indonesia. Based on the agreement:

·      Telkomsel may authorize Authorized Purchaser (“AP”) to place PO under the agreement provided that a contract of Adherence is signed between Apple, Telkomsel and AP binding such AP to the terms and conditions of the agreement. If any of the AP fails to pay an invoice from Apple or Apple’s affiliate as required by the agreement, after receipt of Apple’s notice, Telkomsel should pay the sums due and the unpaid amount.

·      Telkomsel shall order and take delivery or cause its AP to order and take delivery of at least 500,000 iPhone units up to June 2015.

 

Effective on August 17, 2012, Telkomsel appointed PT Mitra Telekomunikasi Selular (“MTS”), third party, as the AP. In accordance with the agreement with MTS, issuance of PO by MTS is subject to Telkomsel’s approval and required to be covered by a bank guarantee”.

 

(iv)    Future Minimum Lease Payments under Operating Lease

 

The Group entered into non-cancelable lease agreements with both third and related parties. The lease agreements cover leased lines, telecommunication equipment and land and building with terms ranging from 1 to 10 years and with expiry dates between 2015 and 2024. The lease periods may be extended based on the agreement by both parties.

 

Future minimum lease payments under the operating lease agreements as of December 31, 2014 are as follows:

 

 

Total

 

Less than 1 year

 

1-5 years

 

More than 5 years

 

As lessee

29,373 

 

3,847 

 

13,217 

 

12,309 

 

As lessor

4,134 

 

970

 

2,238

 

926

 

 

The future minimum lease payments include payments for non-lease elements in the arrangement.

 

F-117


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

39.  CONTINGENCIES 

 

In the ordinary course of business, the Group ha been named as defendant in various legal actions in relation to land disputes, monopolistic practice and unfair business competition and SMS cartel practices. Based on management's estimate of the probable outcomes of these matters, the Group ha recognized provision for losses amounting to Rp25 billion as of December 31, 2014.  

 

a.   The Company, Telkomsel and seven other local operators are being investigated by The Commission for the Supervision of Business Competition (“Komisi Pengawasan Persaingan Usaha” or “KPPU”) for allegations of SMS cartel practices. As a result of the investigations on June 17, 2008, KPPU found that the Company, Telkomsel and certain other local operators had violated Law No. 5 year 1999 article 5 and charged the Company and Telkomsel penalty in the amounts of Rp18 billion and Rp25 billion, respectively.

 

Management believes that there are no such cartel practices that led to a breach of prevailing regulations. Accordingly, the Company and Telkomsel filed an appeal with the Bandung District Court and South Jakarta District Court on July 14, 2008 and July 11, 2008, respectively.

 

Due to the filing of the case by operators in various courts, the KPPU subsequently requested the Supreme Court (SC) to consolidate the cases into the Central Jakarta District Court. Based on the SC’s decision letter dated April 12, 2011, the SC appointed the Central Jakarta District Court to investigate and resolve the case.

 

As of the date of approval and authorization for the issuance of the consolidated financial statements, there has not been any notification on the case from the court.

 

b.  The Company is a defendant in a case filed in Makassar District Court by Andi Jindar Pakki and his affiliates over a landproperty at Jl. A.P. Pettarani. On May 8, 2013, the court pronounced its verdict and ordered the Company to pay fair compensation or to vacate and surrender the disputed land to the plaintiffs. In the event the Company loses the case, the Company will pay compensation to the plaintiffs amounting to Rp57.6 billion.

 

On May 20, 2013, the Company filed an appeal to the Makassar High Court, objecting to the District Court’s ruling. In December 2013, the Makassar High Court pronounced its verdict that was favorable to the plaintiffs and the Company filed an appeal to the Supreme Court. On January 9, 2015, the Company received the SC Notice regarding the case in which rejected the Company’s appeal. On February 5, 2015, the Company requested for a judicial review of the case by the SC (Note 43a).

 

As of the date of approval and authorization for the issuance of the consolidated financial statements, there has not been any notification on the case from the SC.

 

40.  FINANCIAL RISK MANAGEMENT

 

1.   Financial risk management

 

The Group’s  activities expose it  to a variety of financial risks such as market risks (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. Overall, the Group’s financial risk management program is intended to minimize losses on the financial assets and financial liabilities arising from fluctuation of foreign currency exchange rates and the fluctuation of interest rates. Management has a written policy on foreign currency risk management mainly on time deposit placements and hedging to cover foreign currency risk exposures for periods ranging from 3 up to 12 months.

 

Financial risk management is carried out by the Corporate Finance unit under policies approved by the Board of Directors. The Corporate Finance unit identifies, evaluates and hedges financial risks.

 

F-118


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

40.   FINANCIAL RISK MANAGEMENT (continued)

 

1.   Financial risk management (continued)

 

a.     Foreign exchange risk

 

The Group is exposed to foreign exchange risk on sales, purchases and borrowings that are denominated in foreign currencies. The foreign currency denominated transactions are primarily in U.S. dollar  and Japanese yen. The Groups exposure to other foreign exchange rates are not material.

 

Increasing risks of foreign currency exchange rates on the obligations of the Group are expected to be partly offset by the effects of the exchange rates on time deposits and receivables in foreign currencies that are equal to at least 25% of the outstanding current foreign currency liabilities.   

 

The following table presents the Group’s  financial assets and financial liabilities exposure to foreign currency risk:

 

 

201

 

2014

 

 

U.S. dollar (in billions)

 

Japanese yen (in billions)

 

U.S. dollar (in billions)

 

Japanese yen (in billions)

 

Financial assets

0.48

 

0.00

 

0.4

 

0.01

 

Financial liabilities

(0.48

)

(8.47

)

(0.51

)

(7.73

)

Net exposure

0.00

 

(8.47

)

(0.0

)

(7.72

)

 

Sensitivity analysis

 

A strengthening of the U.S.dollar and Japanese yen, as indicated below, against the rupiah at December 31, 2014 would have decreased equity and profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the reporting date. The analysis assumes that all other variables in particular interest rates, remain constant.

 

Equity/profit (loss)

 

December 31, 2014

 

 

U.S. dollar (1% strengthening)

(

)

Japanese yen (5% strengthening)

(40

)

 

A weakening of the U.S.dollar  and Japanese yen  against the rupiah at December 31, 2014 would have had an equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

 

b.   Market price risk

 

The Group is exposed to changes in debt and equity market prices related to available-for-sale investments carried at fair value. Gain and losses arising from changes in the fair value of available-for-sale investments are recognized in equity.

 

 

F-119


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

40.  FINANCIAL RISK MANAGEMENT (continued)

 

1.    Financial risk management (continued)

 

b.   Market price risk (continued)

 

The performance of the Groups available-for-sale investments is  monitored periodically, together with a regular assessment of their relevance to the Group’s  long-term strategic plans.

 

As of December 31, 2014, management considered the price risk on the Group’s available-for-sale investments to be immaterial in terms of the possible impact on profit or loss and total equity from a reasonably possible change in fair value.

 

c.    Interest rate risk

 

Interest rate fluctuation is monitored to minimize any negative impact to financial performance. Borrowings at variable interest rates expose the Group to interest rate risk (Notes 18  and 19). To measure market risk pertaining to fluctuations in interest rates, the Groupprimarily use interest margin and maturity profile of the financial assets and liabilities based on changing schedule of the interest rate.

 

At reporting date, the interest rate profile of the Group’ interest-bearing borrowings was as follows:

 

 

2013

 

2014

 

Fixed rate borrowings

(9,591

)

(10,113

)

Variable rate borrowings

(10,665

)

(13,339

)

 

Sensitivity analysis for variable rate borrowings

 

As ofDecember 31, 2014, a decrease (increase) by 25 basis points in interest rates of variable rate borrowings would have increased (decreased) equity and profit or loss by Rp33  billion each. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

 

d.   Credit risk

 

The followingtablepresents the maximum exposure to credit risk of the Group’s financial assets:

 

 

2013 (Restated)

 

2014

 

Cash and cash equivalents

14,696

 

17,67

 

Other current financial assets 

6,872 

 

2,797

 

Trade and other receivables

7,018

 

7,380

 

Other non-current assets

685 

 

546

 

Total

29,271 

 

28,395 

 

 

 

F-120


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

40.  FINANCIAL RISK MANAGEMENT (continued)

       

1.     Financial risk management (continued)

 

d.   Credit risk (continued)

 

The Group is exposed to credit risk primarily from trade and other receivables. The credit risk is managed by continuous monitoring of outstanding balances and collection

 

Trade and other receivables do not have any major concentration of risk whereas no customer receivablebalances exceed 4% of trade receivables as of December 31, 2014

 

Management is confident in its ability to continue to control and sustain minimal exposure to  credit risk given that the Group hasrecognized sufficient provision for impairment of receivables to cover incurred loss arising from uncollectible receivables based on existing historical data on credit losses

 

e.   Liquidity risk

 

Liquidity risk arises in situations where the Group has difficulties in fulfilling financial liabilities when they become due.

 

Prudent liquidity risk management implies maintaining sufficient cash in order to meetthe Group’ financial obligations. The Group continuously perform an analysis to monitor financial position ratios, such as liquidity ratios and debt-to-equity ratios against debt covenant requirements.

 

The following is the maturity profile of the Groups financial liabilities:

 

 

2013 (Restated) 

 

 

Carrying amount

 

Contractual cash flows

 

201

 

201

 

201

 

201

 

201 and thereafter

 

Trade and other payables

12,585

 

(12,585

)

(12,585

)

-

 

-

 

-

 

-

 

Accrued expenses

5,264

 

(5,264

)

(5,264

)

-

 

-

 

-

 

-

 

Loans and other borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Two-step loans

1,915

 

(2,308

)

(292

)

(285

)

(278

)

(271

)

(1,182

)

Bonds and notes

3,349

 

(4,817

)

(582

)

(1,311

)

(215

)

(203

)

(2,506

)

Bank loans

10,023

 

(11,618

)

(5,028

)

(3,264

)

(1,248

)

(980

)

(1,098

)

Obligations under finance leases

4,969 

 

(6,904 

)

(1,070 

)

(885 

)

(847 

)

(813 

)

(3,289 

)

Total

38,105

 

(43,496 

)

(24,821 

)

(5,745 

)

(2,588 

)

(2,267 

)

(8,075

)

 

 

 

2014

 

 

Carrying amount

 

Contractual cash flows

 

201

 

201

 

201

 

201

 

201 and thereafter

 

Trade and other payables

12,476

 

(12,476

)

(12,476

)

-

 

-

 

-

 

-

 

Accrued expenses

5,211

 

(5,211

)

(5,211

)

-

 

-

 

-

 

-

 

Loans and other borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Two-step loans

1,615

 

(1,944

)

(282

)

(274

)

(264

)

(230

)

(894

)

Bonds and notes

3,308

 

(4,673

)

(1,370

)

(251

)

(229

)

(228

)

(2,595

)

Bank loans

13,740

 

(16,468

)

(6,830

)

(3,172

)

(2,552

)

(2,099

)

(1,815

)

Obligations under finance leases

4,789

 

(6,535

)

(975

)

(927

)

(898

)

(830

)

(2,905

)

Total

41,139 

 

(47,307 

)

(27,144 

)

(4,624 

)

(3,943 

)

(3,387 

)

(8,209

)

                 

The difference between the carrying amount and the contractual cash flows is interest value.

 

F-121


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

40.  FINANCIAL RISK MANAGEMENT (continued)

                         

2.   Fair value of financial assets and financial liabilities 

                         

a.   Fair value measurement

 

Fair value is the amount for which an asset could be exchanged, or liability settled, between parties in an arm’s length transaction.

             

The Group determined the fair value measurement for disclosure purposes of each class of financial assets and financial liabilities based on the following methods and assumptions:

 

(i)     The fair values of short-term financial assets and financial liabilities with maturities of one year or less (cash and cash equivalents, other current financial assets (time deposits and escrow account), trade and other receivables, trade and other payables, accrued expenses and short-term bank loans) are considered to approximate their carrying amounts as the impact of discounting is not significant.

(ii)    The fair values of long-term financial assets and financial liabilities (other non-current assets (long-term trade receivables and restricted cash) and liabilities) approximate their carrying amounts as they were measured based on the discounted future contractual cash flows.

(iii)   Available-for-sale financial assets primarily consist of mutual funds and Corporate and Government bonds. Mutual funds actively traded in an established market are stated at fair value using quoted market price or, if unquoted, determined using a valuation technique. Corporate and Government bonds are stated at fair value by reference to prices of similar securities at the reporting date.

(iv)  The fair values of long-term financial liabilities are estimated by discounting the future contractual cash flows of each liability at rates offered to the Group for similar liabilities  of comparable maturities by the bankers of the Group, except for bonds which are based on market prices.

 

The fair value estimates are inherently judgmental and involve various limitations, including:

a.     Fair values presented do not take into consideration the effect of future currency fluctuations.

b.     Estimated fair values are not necessarily indicative of the amounts that the Group would record upon disposal/termination of the financial assets and liabilities.

 

b.   Classification and fair value

 

The following table  presents the carrying value and estimated fair value of the Group's financial assets and liabilities based on their classifications, other than those with carrying amounts that are reasonable approximations of fair values:

 

 

 

2013

 

2014

 

 

Carrying value

 

Fair value

 

Carrying value

 

Fair value

 

Current financial assets

 

 

 

 

 

 

 

 

Available-for-sale - other current financial assets

272

 

272

 

254

 

254

 

Fair value through profit or loss - other current financial assets

297

 

297

 

290

 

290

 

Total

569

 

569

 

544

 

544

 

Non-current financial liabilities

 

 

 

 

 

 

 

 

Financial liabilities measured at amortized cost

 

 

 

 

 

 

 

 

Loans and other borrowings

 

 

 

 

 

 

 

 

Two-step loans

1,915

 

1,921

 

1,615

 

1,650

 

Bonds and notes

3,349

 

3,490

 

3,308

 

3,355

 

Long-term bank loans

9,591

 

9,474

 

11,930

 

11,787

 

Obligations under finance leases

4,969

 

4,969

 

4,789

 

4,789

 

Total

19,824

 

19,854

 

21,642

 

21,581

 

     

 

F-122


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

40.  FINANCIAL RISK MANAGEMENT(continued)

 

2.   Fair value of financial assets and financial liabilities (continued) 

 

c.   Fair value hierarchy

 

The following table provides the fair value measurement hierarchy of the Group’s financial assets and financial liabilities:

 

 

 

 

Fair value measurement at reporting date using

 

 

Fair value

 

Quoted prices in active markets for identical assets or liabilities (level 1)

 

Significant other observable inputs (level 2)

 

Significant unobservable inputs (level 3)

 

2013

 

 

 

 

 

 

 

 

Financial assets measured at fair value (Note 6)

 

 

 

 

 

 

 

 

Available-for-sale

272

 

48

 

224

 

-

 

Fair value through profit or loss

297

 

-

 

-

 

297

 

Total

569

 

48

 

224

 

297

 

Financial liabilities for which fair values are disclosed 

 

 

 

 

 

 

 

 

Loans and other borrowings

 

 

 

 

 

 

 

 

Two-step loans

1,921

 

-

 

-

 

1,921

 

Bonds and notes

3,490

 

3,141

 

-

 

349

 

Long-term bank loans

9,474

 

-

 

-

 

9,474

 

Obligations under finance leases

4,969

 

-

 

-

 

4,969

 

Total

19,854

 

3,141

 

-

 

16,713 

 

2014

 

 

 

 

 

 

 

 

Financial assets measured at fair value (Note 6)

 

 

 

 

 

 

 

 

Available-for-sale

254

 

52

 

202

 

-

 

Fair value through profit or loss

290

 

-

 

-

 

290

 

Total

544

 

52

 

202

 

290

 

Financial liabilities for which fair values are disclosed 

 

 

 

 

 

 

 

 

Loans and other borrowings

 

 

 

 

 

 

 

 

Two-step loans

1,650 

 

-

 

-

 

1,650 

 

Bonds and notes

3,355

 

3,047

 

-

 

308

 

Long-term bank loans

11,787 

 

-

 

-

 

11,787 

 

Obligations under finance leases

4,789

 

-

 

-

 

4,789

 

Total

21,581 

 

3,047

 

-

 

18,534 

 

 

 

Available-for-sale financial assets primarily consist of mutual funds, and Corporate and Government bonds. Corporate and Government bonds are stated at fair value by reference to prices of similar securities at the reporting date. As they are not actively traded in an established market, these securities are classified as level 2.

 

Financial asset at fair value through profit or loss represents the Put Option on the 20% remaining ownership in Indonusa which was received as part of the divestment considerations (Note 3b). Since the fair value is not observable and valuation technique is used to determine the fair value, this financial asset is classified as level 3.

 

 

 

F-123


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

40.  FINANCIAL RISK MANAGEMENT(continued)

 

2.   Fair value of financial assets and financial liabilities (continued) 

 

c.   Fair value hierarchy (continued)

 

Mutual funds actively traded in an established market are stated at fair value using quoted market price and classified within level 1. The valuation of the mutual funds invested in Corporate and Government bonds and put option requires significant management judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. As these investments are subject to restrictions on redemption (such as transfer restrictions and initial lock-up periods) and observable activity for the investments is limited, these investments are therefore classified within level 3 of the fair value hierarchy. Management considers, among other assumptions, the valuation and quoted price of the arrangement of the mutual funds.

 

Reconciliations of the beginning and ending balances for items measured at fair value using significant unobservable inputs (level 3) as of December 31, 2013 and 2014 are as follows:

 

 

2013

 

2014

 

Beginning balance

48

 

297

 

Put Option 

289

 

-

 

Unrealized gain (loss) recognized in the consolidated statements of comprehensive income

8

 

(7

)

Redemption

(48

)

-

 

Ending balance

297

 

290

 

 

41.  CAPITAL MANAGEMENT

 

The capital structure of the Group is as follows:

 

 

2013

 

2014

 

 

Amount

 

Portion

 

Amount

 

Portion

 

Short-term debts

432

 

0.54%

 

1,810

 

1.99

 

Long-term debts

19,824

 

24.78%

 

21,642

 

23.76

 

Total debts

20,256

 

25.32%

 

23,452

 

25.75%

 

Equity attributable to owners of the parent company

59,753

 

74.68%

 

67,646

 

74.25

 

Total

80,009

 

100.00%

 

91,098

 

100.00%

 

   

 

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for stockholders and benefits to other stakeholders and to maintain an optimum capital structure to minimize the cost of capital.

 

 

F-124


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

41.  CAPITAL MANAGEMENT (continued)

 

Periodically, the Group conducts debt valuation to assess possibilities of refinancing existing debts with new ones which have more efficient cost that will lead to more optimized cost-of-debt. In case of idle cash with limited investment opportunities, the Group will consider buying back its shares of stock or paying dividend to its stockholders.

 

In addition to complying with loan covenants, the Group also maintains its capital structure at the level it believes will not risk its credit rating and which is comparable with that of its competitors.

 

Debt-to-equity ratio (comparing net interest-bearing debt to total equity) is a ratio which is monitored by management to evaluate the Group’s capital structure and review the effectiveness of the Group’s debts. The Group monitors its debt levels to ensure the debt-to-equity ratio complies with or is below the ratio set out in its contractual borrowing arrangements and that such ratio is  comparable or better than that  of regional area entities in the telecommunications industry.

 

The Group’s debt-to-equity ratio as ofDecember 31, 2013 and 2014 is as follows:

 

 

2013

 

2014

 

Total interest bearing debts

20,256

 

23,452

 

Less cash and cash equivalent

(14,696

)

(17,672

)

Net debt

5,560

 

5,780

 

Total equity attributable to owners of the parent company

59,753 

 

67,646

 

Net debt-to-equity ratio

9.30

 

8.54%

 

 

As stated in Note 19, the Group is required to maintain a certain debt-to-equity ratio and debt service coverage ratio by the lenders. For the year ended December 31, 2013 and 2014, the Group has complied with the externally imposed capital requirements.

 

 

42.  SUPPLEMENTAL CASH FLOW INFORMATION

 

The non-cash investing activities for the years ended December 31, 2012, 2013 and 2014 are as follows:

 

 

2012

 

2013

 

2014

 

Acquisition of property and equipment credited to:

 

 

 

 

 

 

Trade payables

4,627

 

6,412

 

5,621 

 

Obligations under finance leases

2,588

 

3,201

 

528

 

Acquisitions of property and equipment from non-monetary exchange

1,686

 

268

 

126

 

Acquisition of intangible assets credited to trade payables

-

 

-

 

119

 

Reclassification of property and equipment

 

 

 

 

 

 

to asset held for sale

-

 

105

 

41

 

 

 

F-125


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

43.  SUBSEQUENT EVENTS

 

a.     On January 9, 2015, the Company received a Notice from theSC of the Republic of Indonesia, on itsDecision Letter No. 226/Pdt.G/2012/PN.Mks on the appeal regarding the case involving a land property at Jl. A.P. Pettarani Makassar (Note 39b). The SC  has rejected the Company’s appeal. On February 5, 2015, the Company requested for a judicial review of the case by the SC

 

b.    On February 3, 2015, based on its Decision Letter No. 65 Year 2015, which replaced DecisionLetter No. 226/DIRJEN/2009 dated September 24, 2009, the MoCi  through the DGPI grantedTelkomsel the operating license to provide VoIP services with national coverage. The license hasa perpetual term, which is subject to evaluation on an annual basis or every five years.

 

c.     On March 13, 2015 the Company, GSD, Metra and Infomedia signed several credit facilities agreements with PT Bank Sumitomo Mitsui Indonesia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., PT Bank ANZ Indonesia and a syndication of banks (BCA and BNI) amounting to Rp750 billion, Rp750 billion, Rp500 billion, and Rp3,000 billion, respectively.

 

44.  NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

 

The accounting standards and interpretations that are issued, but not yet effective for the year ended December 31, 2014 and which have not been applied in preparing these consolidated financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

 

Effective for annual periods beginning on or after January 1, 2016

 

·         Amendment to IFRS 11, Accounting for Acquisitions of Interests in Joint Operations

 

These amendments provide guidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business. The Group does not expect that these amendments will have material financial impact in future financial statements.

 

·         Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortization

 

The amendments to IAS 38, Intangible Assets, introduce a rebuttable presumption that the use of revenue-based amortization methods for intangible assets is inappropriate. This presumption can be overcome only when revenue and the consumption of the economic benefits of the intangible asset are “highly correlated”, or when the intangible asset is expressed as a measure of revenue.

 

The amendments to IAS 16, Property, Plant and Equipment, explicitly state that revenue-based methods of depreciation cannot be used for property, plant and equipment. This is because such methods reflect factors other than the consumption of economic benefits embodied in the asset.

 

These amendments are not expected to impact the Group’s consolidated financial position or performance.

 

·         Amendments to IFRS 10 and IAS 28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

 

The amendments provide guidance for accounting treatment when a parent loses control of a subsidiary in a transaction with an associate or joint venture. The amendments require full gain to be recognized when the assets transferred meet the definition of a “business” under IFRS 3,Business Combinations. These amendments are not expected to impact the Group’s consolidated financial position or performance.

 

F-126


 
 

 

 

PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

44.  NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED (continued)

 

Effective for annual periods beginning on or after January 1, 2016 (continued)

 

·         Amendments to IFRS 5, Changes in Methods of Disposal

 

IFRS 5 is amended to clarify that changes in the method of disposal of an asset or disposal group are considered a continuation of the original plan of disposal and the accounting treatment for held-for-distribution or held-for-sale continues to apply. At the time of the change in method, the carrying amount is re-measured to recognize any write-down or subsequent increase in the fair value less costs to sell. If an asset or disposal group no longer meets the criteria to be classified as held-for-distribution, then it ceases held-for-distribution accounting in the same way as it would cease held-for-sale accounting. The Group does not expect that these amendments will have material financial impact in future financial statements.

 

·         Amendments to IFRS 7, Financial Instruments: Disclosures

 

IFRS 7 is amended to clarify when servicing arrangements are in the scope of its disclosure requirements on continuing involvement in transferred financial assets in cases when they are de-recognized in their entirety. IFRS 7 is also amended to clarify that the additional disclosures required by Amendments to IFRS 7, Disclosures: Offsetting Financial Assets and Financial Liabilities are not specifically required for inclusion in condensed interim financial statements for all interim periods. However, they are required if the general requirements of IAS 34, Interim Financial Reporting, require their inclusion. These amendments are not expected to impact the Group’s consolidated financial position or performance.

 

  • Amendments to IAS 1, Disclosure Initiative

 

These amendments provide additional guidance in conforming with the presentation and disclosure requirements in IFRS, including clarification of aggregation, additional requirements for presenting sub-totals, and presentation of other comprehensive income arising from equity-accounted investments. These amendments do not affect recognition and measurement and should not result in the reassessment of the judgments about presentation and disclosure made in periods prior to the application of these amendments. These amendments are not expected to have a significant impact to the Group’s consolidated financial position or performance.

 

·         Amendments to IAS 19, Discount Rate: Regional Market Issue

 

IAS 19 is amended to clarify that high-quality corporate bonds or government bonds used in determining the discount rate should be issued in the same currency in which the benefits are to be paid. Consequently, the depth of the market for high-quality corporate bonds should be assessed at the currency level and not at the country level. These amendments are not expected to impact the Group’s consolidated financial position or performance.

 

·         Amendments to IAS 34, Disclosure of Information “Elsewhere in the Interim Financial Report”

 

IAS 34 is amended to clarify that the interim financial report is incomplete if the interim financial statements and any disclosure incorporated by cross‑reference are not made available to users of the interim financial statements on the same terms and at the same time. These amendments are not expected to impact the Group’s consolidated financial position or performance.

 

 

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PERUSAHAAN PERSEROAN (PERSERO)

PT TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 (Restated) and 2014 and for the 

years ended December 31, 2012, 2013 and 2014

(Figures in tables are expressed in billions of rupiah, unless otherwise stated)

Table of Content

 

44.  NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED (continued)

 

Effective for annual periods beginning on or after January 1, 2016 (continued)

 

  • Amendments to IFRS 10, IFRS 12 and IAS 28, Investment Entities: Applying the Consolidation Exception

 

The amendments of IFRS 10 provide clarifications on the application of consolidation exception for investment entities. An investment entity parent is required to fair value a subsidiary providing investment-related services that is itself an investment entity rather than consolidating it. An intermediate parent owned by an investment entity group can be exempt from preparing consolidated financial statements. A non-investment entity investor can retain the fair value accounting applied by its investment entity associate or joint venture. These amendments are not expected to have an impact to the Group’s consolidated financial position or performance. 

 

The following new or amended standards, that will be effective for annual periods beginning on or after January 1, 2016, are considered to be not applicable to the Group’s consolidated financial statements:

 

·         IFRS 14, Regulatory Deferral Accounts

·         Amendments to IAS 16 and IAS 41, Agriculture: Bearer Plants

·         Amendments to IAS 27, Equity Method in Separate Financial Statements

 

Effective for annual periods beginning on or after January 1, 2017

 

·         IFRS 15, Revenue from Contracts with Customers

 

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18, Revenue, IAS 11, Construction Contracts and IFRIC 13, Customer Loyalty Programmes. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2017, with early adoption permitted. The Group is currently assessing the potential impact of IFRS 15 on its consolidated financial statements.

 

Effective for annual periods beginning on or after January 1, 2018

 

·         IFRS 9, Financial Instruments

 

IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9, published in July 2014, replaces the existing guidance in IAS 39, Financial Instruments: Recognition and Measurement. IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Group is currently assessing the potential impact of IFRS 9 on its consolidated financial statements.

 

 

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