38 Closed Joint Stock Company Kyivstar G.S.M.
Transcription
38 Closed Joint Stock Company Kyivstar G.S.M.
38 Closed Joint Stock Company Kyivstar G.S.M. Independent auditors’ report Closed Joint Stock Company Kyivstar G.S.M. Consolidated Financial Statements As at 31 December 2010 with Independent Auditors’ Report 39 The accompanying notes form an integral part of the consolidated financial statements Independent auditors’ report Consolidated statement of comprehensive income 43 Consolidated statement of financial position 44 Consolidated cash flow statement 45 Consolidated statement of changes in equity 47 Independent auditors’ report Contents Notes to the consolidated financial statements 1. Corporate information 48 2. Operating environment, risks and economic conditions in Ukraine 49 3. Basis of preparation 49 4. Changes in accounting policies 50 5. Summary of significant accounting policies 51 6. Critical accounting judgements and key sources of estimation uncertainty 60 7. IFRSs and IFRIC Interpretations not yet effective 62 8. Revenues and expenses 63 9. Income tax 66 10. Property, plant and equipment 69 11. Intangible assets 70 12. Other non-current assets 71 13. Trade and other receivables 72 14. Prepayments 73 15. Reconciliation of allowance accounts 73 16. Deferred expenses 74 17. Cash and cash equivalents 75 18. Share capital 76 19. Interest-bearing loans and borrowings 76 20. Employee benefit liability 77 21. Deferred revenue 79 22. Provisions 80 23. Taxes payable, other than income tax 80 24. Trade and other payables 81 25. Advances received 82 26. Other current liabilities 82 27. Related party disclosure 83 28. Commitments and contingencies 85 29. Fair value of financial instruments 86 30. Financial instruments and risk management 86 31. Earnings per share 89 32. Events after the reporting period 89 The accompanying notes form an integral part of the consolidated financial statements 41 For the year ended 31 December 2010 (in thousands of Ukrainian Hryvnia, except for earnings per share) Revenues Notes 2010 2009 8 11,443,025 11,590,538 Costs of materials and traffic charges 8 (1,939,528) (2,091,274) Salaries and personnel costs 8 (866,243) (935,249) Other operating expenses 8 (2,078,358) (2,136,650) 28,552 25,850 8 (64,373) (82,467) Other income Other expenses Depreciation and amortisation 8 (1,781,469) (1,754,174) Impairment losses 8 (3,414) (118,069) 4,738,192 4,498,505 Finance income 8 227,431 529,958 Finance costs 8 (7,217) (38,079) Foreign exchange loss, net (36,196) (45,510) Profit before tax 4,922,210 4,944,874 (1,244,330) (1,259,477) Profit for the year 3,677,880 3,685,397 Total comprehensive income for the year, net of tax 3,677,880 3,685,397 344.13 344.84 Income tax expense 9 Earnings per share, UAH 31 Independent auditors’ report Consolidated statement of comprehensive income Signed and authorised for release on behalf of management of Closed Joint Stock Company Kyivstar G.S.M. on 11 March 2011: President Igor Lytovchenko Chief Financial Officer Andrew Simmons Deputy Chief Financial Officer/Chief Accountant Lesya Samoylovich 43 The accompanying notes form an integral part of the consolidated financial statements Consolidated statement of financial position As at 31 December 2010 (in thousands of Ukrainian Hryvnia) Notes 2010 2009 Property, plant and equipment 10 6,274,153 6,349,031 Intangible assets 11 970,861 1,080,566 Other non-current assets 12 44,493 56,858 Deferred tax asset 9 635,940 307,140 7,925,447 7,793,595 68,990 64,489 320,553 595,702 - 899,492 ASSETS Closed Joint Stock Company Kyivstar G.S.M. Non-current assets Current assets Inventories Trade and other receivables 13 Prepaid income tax Prepaid taxes, other than income tax 401 587 Prepayments 14 74,902 78,362 Deferred expenses 16 92,583 77,912 Other current financial assets 27 3,349,309 - Cash and cash equivalents 17 1,595,056 1,210,394 5,501,794 2,926,938 13,427,241 10,720,533 2010 2009 TOTAL ASSETS Notes EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Share capital 18 Retained earnings 656,499 656,499 10,679,975 8,322,298 11,336,474 8,978,797 Non-current liabilities Interest-bearing loans and borrowings 19 - 51,192 Employee benefit liability 20 37,262 42,231 Provisions 22 52,727 - 89,989 93,423 Current liabilities Interest-bearing loans and borrowings 19 51,735 694 Employee benefit liability 20 7,566 3,896 Deferred revenue 21 736,659 614,519 Provisions 22 12,986 14,666 Income tax payable 266,911 - Taxes payable, other than income tax 23 146,961 134,546 Trade and other payables 24 480,288 568,486 Advances received 25 136,207 136,198 Other current liabilities 26 161,465 175,308 TOTAL EQUITY AND LIABILITIES 44 2,000,778 1 648,313 13,427,241 10,720,533 For the year ended 31 December 2010 (in thousands of Ukrainian Hryvnia) Notes 2010 2009 4,922,210 4,944,874 1,346,803 1,337,770 Operating activities Profit before tax Independent auditors’ report Consolidated cash flow statement Non-cash adjustments to reconcile profit before tax to net cash flows: Depreciation of property, plant and equipment 8 Impairment of property, plant and equipment and intangible assets 8 3,414 118,069 Amortisation of intangible assets 8 434,666 416,404 Loss on disposal of property, plant and equipment and intangible assets 8 61,477 68,622 Interest income 8 (150,641) (528,065) Unwinding of discount on other current financial assets 8 Interest expense related to bank loans (76,790) - 3,942 34,381 Other finance costs 8 3,275 3,698 Net gain on derivative financial instrument 8 - (1,893) Movements in provisions and defined employee benefit liability (6,254) 31,651 Unrealised foreign exchange loss 7,392 40,789 Working capital adjustments: Increase in inventories (4,501) (6,159) Decrease/(increase) in trade and other receivables and prepayments 201,327 (82,134) Decrease in short-term deposits - 3,063,312 (Increase)/decrease in deferred expenses (14,671) 15,315 Increase in trade and other payables and taxes payable, other than income tax 132,890 132,610 Increase/(decrease) in deferred revenue 122,140 (115,812) Increase in advances received 9 14,745 Decrease in other liabilities (13,843) (29,780) 6,972,845 9,458,397 144,821 675,546 Interest received Interest paid (3,944) (70,648) Income taxes paid (234,233) (2,384,247) Net cash flows from operating activities 6,879,489 7,679,048 45 The accompanying notes form an integral part of the consolidated financial statements For the year ended 31 December 2010 (in thousands of Ukrainian Hryvnia) Notes 2010 2009 Purchase of property, plant and equipment (1,356,578) (1,212,587) Purchase of intangible assets (480,388) (234,501) Reimbursable interest-free financial aid provided to related party (4,000,000) - Proceeds from sale of property, plant and equipment and disposal of assets under buy-back agreement 114,897 215,681 Net cash flows used in investing activities (5,722,069) (1,231,407) Dividends paid to equity holders of the parent (743,591) (9,134,787) Withholding tax paid on dividends (21,625) (260,214) Repayment of loans and borrowings - (973,130) Payment of financial fees - (3,698) Proceeds from derivative financial instrument - 32,664 Net cash flows used in financing activities (765,216) (10,339,165) Net increase/(decrease) in cash and cash equivalents 392,204 (3,891,524) Net foreign exchange difference (7,542) 33,549 Closed Joint Stock Company Kyivstar G.S.M. Investing activities 46 Financing activities Cash and cash equivalents as at 1 January 17 1,210,394 5,068,369 Cash and cash equivalents as at 31 December 17 1,595,056 1,210,394 For the year ended 31 December 2010 (in thousands of Ukrainian Hryvnia) Attributable to the equity holders of the parent Share capital (Note 18) Retained earnings Total equity Balance at 1 January 2009 656,499 11,136,901 11,793,400 Profit for the year - 3,685,397 3,685,397 Total comprehensive income for the year, net of tax - 3,685,397 3,685,397 Dividends declared (Note 18) - (6,500,000) (6,500,000) Balance at 31 December 2009 656,499 8,322,298 8,978,797 Profit for the year - 3,677,880 3,677,880 Total comprehensive income for the year, net of tax - 3,677,880 3,677,880 Dividends declared (Note 18) - (765,216) (765,216) Distributions to shareholders (Note 27) - (554,987) (554,987) Balance at 31 December 2010 656,499 10,679,975 11,336,474 Independent auditors’ report Consolidated statement of changes in equity 47 The accompanying notes form an integral part of the consolidated financial statements Closed Joint Stock Company Kyivstar G.S.M. Notes to the consolidated financial statements at 31 December 2010 (in thousands of Ukrainian Hryvnia) 1. Corporate information Closed Joint Stock Company Kyivstar G.S.M. (hereinafter referred to as ‘Kyivstar’ or ’the Company’) was established and registered on 3 September 1997 under the laws of Ukraine. The Company is involved in the design, construction and operating of a dedicated cellular telecommunication network and provides a wide range of mobile communication services in Ukraine. The Company’s registered legal address is at 51, Chervonozoryanyy Av., Kyiv, 03110, Ukraine. The Company’s head office and principal place of business is at 53, Degtyarivska St., Kyiv, 03113, Ukraine. Prior to 21 April 2010, 56.52% of the Company’s shares were owned by Telenor Mobile Communications AS, an entity affiliated with Telenor ASA (‘Telenor’), and the remaining 43.48% – by Storm LLC, an entity affiliated with Altimo Holdings and Investments Limited (‘Altimo’). On 21 April 2010, Telenor and Altimo legally consummated a combination of their holdings in Open Joint Stock Company VimpelCom, one of the largest telecommunications operators in the Russian Federation, and Kyivstar, by creating a jointly owned telecommunication company, VimpelCom Ltd. As a result, the Company’s ownership structure has changed. As at 31 December 2010 and 2009 the Company’s direct shareholders and their respective declared interests were as follows: 2010 Interest Number of shares Interest Number of shares VimpelCom Holdings B.V. (Netherlands) 56.52% 6,040,262 - - Storm LLC (Ukraine) 43.48% 4,647,127 43.48% 4,647,124 Telenor Mobile Communications AS (Norway) - - 56.52% 6,040,255 Other shareholders - - less than 0.01% 10 100.00% 10,687,389 100.00% The Company has one wholly owned subsidiary – Joint Stock Company Staravto, which was established in order to provide transportation services to the Company. The Company and its subsidiary are hereinafter together referred to as 48 2009 ‘the Group’. The Company’s ultimate parent is VimpelCom Ltd., a company headquartered in Amsterdam, the Netherlands. 10,687,389 The Ukrainian economy while deemed to be of market status continues to display certain characteristics consistent with that of an economy in transition. These characteristics include, but are not limited to, low levels of liquidity in the capital markets, high inflation and the existence of currency controls which cause the national currency to be illiquid outside of Ukraine. The stability of the Ukrainian economy will be significantly impacted by the Government’s policies and actions with regard to administrative, legal, and economic reforms. As a result, operations in Ukraine involve risks that are not typical for developed markets. 3. Basis of preparation The consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments measured in accordance with the requirements of IAS 39 Financial instruments: recognition and measurement. These consolidated financial statements are presented in Ukrainian Hryvnia (‘UAH’) and all values are rounded off to the nearest thousand, except when otherwise indicated. Statement of compliance The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Ukrainian economy is vulnerable to market downturns and economic slowdowns elsewhere in the world. The global financial crisis has resulted in a decline in the gross domestic product, instability in the capital markets, a significant deterioration in the liquidity of the banking sector, and tighter credit conditions within Ukraine. Whilst the Ukrainian Government continues to introduce various stabilisation measures aimed at supporting the banking sector and providing liquidity to Ukrainian banks and companies, there continues to be uncertainty regarding access to capital and its cost for the Group and its counterparties, which could affect the Group’s financial position, results of operations and business prospects. Whilst management believes it is taking appropriate measures to support the sustainability of the Group’s business in the current circumstances, any unexpected further deterioration in the areas described above could negatively affect the Group’s results and financial position in a manner not currently determinable. Notes to the consolidated financial statements 2. Operating environment, risks and economic conditions in Ukraine Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its wholly-owned subsidiary. The subsidiary is fully consolidated from the date it was incorporated by the Company. The subsidiary’s financial statements are prepared as at the same reporting date as the Company’s, using consistent accounting policies. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full. 49 Closed Joint Stock Company Kyivstar G.S.M. 4. Changes in accounting policies The accounting policies adopted are consistent with those of the previous financial year, except for the following new and amended IFRS and IFRIC interpretations effective as of 1 January 2010: •IFRS 2 Share-based Payment: Group Cashsettled Share-based Payment Transactions effective 1 January 2010 • IFRS 3 Business Combinations (Revised) and IAS 27 Consolidated and Separate Financial Statements (Amended) effective 1 July 2009, including consequential amendments to IFRS 2, IFRS 5, IFRS 7, IAS 7, IAS 21, IAS 28, IAS 31 and IAS 39 • IAS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items effective 1 July 2009 • IFRIC 17 Distributions of Non-cash Assets to Owners effective 1 July 2009 • Improvements to IFRSs (May 2008) • Improvements to IFRSs (April 2009) The adoption of the standards or interpretations is described below: IFRS 2 Share-based Payment (Revised) The IASB issued an amendment to IFRS 2 that clarified the scope and the accounting for group cash-settled share-based payment transactions. The Group adopted this amendment as of 1 January 2010. It did not have an impact on the financial position or performance of the Group. IFRS 3 Business Combinations (Revised) and IAS 27 Consolidated and Separate Financial Statements (Amended) IFRS 3 (Revised) introduces significant changes in the accounting for business combinations occurring after becoming effective. Changes affect the valuation of non-controlling interest, the accounting for transaction costs, the initial recognition and subsequent measurement of a contingent consideration and business combinations achieved in stages. These changes will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs and future reported results. IAS 27 (Amended) requires that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as a transaction with owners in their capacity as owners. Therefore, such transactions will no longer give rise to goodwill, nor will they give rise to a gain or loss. Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. The changes by IFRS 3 (Revised) and IAS 27 (Amended) affect acquisitions or loss of control of subsidiaries and transactions with non-controlling interests after 1 January 2010. 50 The change in accounting policy was applied prospectively. It did not have an impact on the financial position or performance of the Group. IAS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items The amendment clarifies that an entity is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. This also covers the designation of inflation as a hedged risk or portion in particular situations. The amendment had no impact on the financial position or performance of the Group in 2010, as the Group has not entered into any such hedges. IFRIC 17 Distribution of Non-cash Assets to Owners This interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. The interpretation has no effect on the financial position or performance of the Group. Improvements to IFRSs In May 2008 and April 2009, the IASB issued omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following amendments resulted in changes to accounting policies but did not have any impact on the financial position or performance of the Group. Issued in May 2008 • IFRS 5 Non-current Assets Held for Sale and Discontinued Operations: clarifies that when a subsidiary is classified as held for sale, all its assets and liabilities are classified as held for sale, even when the entity retains a non-controlling interest after the sale transaction. The amendment is applied prospectively and has no impact on the financial position or financial performance of the Group. Issued in April 2009 • IFRS 5 Non-current Assets Held for Sale and Discontinued Operations: clarifies that the disclosures required in respect of noncurrent assets and disposal groups classified as held for sale or discontinued operations are only those set out in IFRS 5. The disclosure requirements of other IFRSs only apply if specifically required for such non-current assets or discontinued operations. The amendment is applied prospectively and has no impact on the the disclosures made in the Group’s consolidated financial statements. • IFRS 8 Operating Segments: clarifies that segment assets and liabilities need only • IAS 7 Statement of Cash Flows: states that only expenditure that results in recognising an asset can be classified as a cash flow from investing activities. This amendment did not change the presentation of the cash flow statement in the Group’s consolidated financial statements. Other amendments resulting from Improvements to the following standards did not have any impact on the accounting policies, financial position or performance of the Group: 5. Summary of significant accounting policies Functional and presentation currencies The functional and presentation currency of each of the Group’s entities is Ukrainian Hryvnia. Foreign currency translation Transactions denominated in currencies other than the relevant functional currency (foreign currencies) are initially recorded in the functional currency at the rate in effect at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional-currency rate of exchange in effect at the reporting date. Non-monetary items that were measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair values were determined. The resulting gains and losses are recognised in the profit and loss. Revenue recognition and measurement Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenues are measured at the fair value of the consideration received or receivable, excluding discounts, rebates and sales taxes. These taxes are regarded as collected on behalf on the authorities. Issued in April 2009 • IFRS 2 Share-based Payment • IAS 1 Presentation of Financial Statements • IAS 17 Leases • IAS 34 Interim Financial Reporting • IAS 36 Impairment of Assets • IAS 38 Intangible Assets • IAS 39 Financial Instruments: Recognition and Measurement • IFRIC 9 Reassessment of Embedded Derivatives • IFRIC 16 Hedge of a Net Investment in a Foreign Operation • IFRIC 18 Transfers of Assets from Customers Notes to the consolidated financial statements be reported when those assets and liabilities are included in measures that are used by the chief operating decision maker. The amendment did not result in additional disclosures as the Group’s management identified that the Group has only one reportable segment. Revenues primarily comprise sales of: • Services: revenue from air time charges, interconnection fees, periodic fees, connection and one-time subscription fees, roaming, value added services; • Customer equipment: telephony handsets, modems, etc. Air time revenue The Company earns air time revenue by providing its prepaid and post-paid subscribers with access to the cellular network and routing their calls through the network and its roaming partners’ networks. Revenue from interconnection Revenue from interconnection represents the revenue earned for the termination of calls from other telecommunications service providers’ networks on the Company’s network. Air time and interconnection revenue is recognised in the period when the respective service is rendered. Periodic fees Periodic fees include fees for subscription to new tariff plans and fees for supplementary subscriptions used by subscribers in particular period, such as periodic fees for subscription to voicemail, itemised invoice etc. Periodic fees are recognised in the period, when the respective service is rendered. 51 Closed Joint Stock Company Kyivstar G.S.M. Connection and one-time subscription fees Connection fees are paid by subscribers for the first time activation of network service. Revenues from connection are deferred and recognised over the period that the fees are earned, which is the expected period of the customer relationship and approximates 4 years (2009: 3 years). The expected period of the customer relationship is based on the past history of churn and expected development of the Company. One-time subscription fees mainly consist of one-time fees for various supplementary subscriptions and also include change of subscription type and transfer of subscriptions from one location to another. One-time subscription fees that are linked to other elements in a way that the commercial effect cannot be understood without reference to the other transactions are deferred and recognised over the period that the fees are earned, which is the subscription validity period or, in case of no validity period, the expected period of the customer relationship, which approximates 4 years (2009: 3 years). Roaming revenues Roaming revenues include roaming revenues from the services provided to the Company’s subscribers in the networks of its roaming partners and roaming revenues from access to the services provided by the Company in its network to subscribers of the Company’s roaming partners. Roaming revenues are recognised in the period, when the respective services are rendered. Value added services Value added services include revenues from outgoing SMS and MMS, circuit of switched data and packet switched data (WAP, GPRS, EDGE etc.) Revenues from value added services are recognised in the period, when the respective services are rendered. Sales of telephony handsets and modems Revenues from sales of handsets and modems are normally recognised, when the related significant risks and rewards are transferred to the buyer. Discounts Discounts are often provided in the form of cash discount, free or discounted products or services delivered by the Company or by external parties. Discounts are recorded on a systematic basis over the period the discount is earned. Cash discounts or free products are recorded as revenue reductions. Free products or services delivered by external parties are recorded as expenses. 52 Presentation Where the Company’s role in a transaction is a principal, revenue is recognised on a gross basis. This requires revenue to comprise the gross value of the transaction billed to the customer, after trade discounts, with any related expenditure charged as an operating cost. Where the Company’s role in a transaction is that of an agent, revenue is recognised on a net basis and represents the margin earned. The evaluation of whether the Company is acting as principal or agent is based on an evaluation of the substance of the transaction, the responsibility for providing the goods or services and setting prices and the underlying financial risk and rewards. Interest income Interest income is recorded using the effective interest rate, which is the rate that exactly discounts the estimated future cash flows through the expected life of financial instruments or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the statement of comprehensive income. Deferred revenue Cellular service revenue is recognised on the basis of actual airtime usage by the end customer. Unused time on sold prepaid cards is recognised as deferred revenue until the related services have been provided to the subscribers or the prepaid card has expired. Loyalty programs Customer loyalty credits are accounted for as a separate component of the sales transaction, in which they are granted. A portion of the fair value of the consideration received is allocated to the award credits and deferred, based on estimated number of award credits that will actually be earned by the customer. This is then recognised as revenue over the period that the award credits are redeemed. Costs related to connection fees Initial direct costs incurred in earning connection fees are deferred over the same period as the connection revenue, limited to the amount of the deferred connection fees. Costs incurred consist primarily of the costs of the start packages and dealers’ bonuses. In some cases costs associated with connection fees exceed the respective connection revenues and the amount of connection costs exceeding the amount of deferred connection fees is expensed. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes professional fees and, for qualifying assets, borrowing costs are capitalised. Depreciation is calculated to reduce the cost of assets, other than land, to their estimated residual value, if any, over their estimated useful lives. Depreciation commences, when the assets are ready for their intended use. Repair and maintenance is expensed as incurred. If new parts are capitalised, replaced parts are derecognised and any remaining net book value is recorded to operating profit (loss) as loss on disposal. When the expected cost for the decommissioning of the asset after its use is material to the financial statements, the present value of the expected cost for the decommissioning of the asset after its use is included in the cost of the respective asset if the recognition criteria for the provision is met. Depreciation is calculated on a straightline basis over the estimated useful life of the asset as follows: Leasehold improvements are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. Construction in progress Assets under construction are capitalised as a separate component of property, plant and equipment. On completion, the cost of construction is transferred to the appropriate category of property, plant and equipment. Construction in progress is not depreciated. Uninstalled equipment Uninstalled equipment represents equipment purchased by the Group, but not yet put into operation. Uninstalled equipment is not depreciated. Land Freehold land to which the Group has due legal title is included in the Group’s statement of financial position at its historical cost. Freehold land is not depreciated. Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The evaluation is based on the substance of the transaction. However, situations that individually would normally lead the Group to classify a lease as a finance lease is if the lease term is more than 75 percent of the estimated economic life or the present value of the minimum lease Asset category Useful life (years) Local, regional & trunk networks 20 Mobile telephone network and switches 3-15 Radio installations 7 Buildings 15-30 Corporate administrative assets 3-4 Depreciation method, estimated useful life and residual value are evaluated at least annually and adjusted prospectively, if appropriate. Residual value is estimated to be zero for most assets, except for vehicles, which are included in corporate administrative assets, that the Group does not expect to use for the assets’ whole economic life. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in profit and loss in the year the item is derecognised. Notes to the consolidated financial statements Advertising costs, marketing and sales commissions Advertising costs, marketing and sales commissions are expensed as incurred, unless they form part of the costs that are deferred in relation to deferral of connection fees as described above. Expenditure on advertising and promotional activities is recognised as an expense when the Group either has the right to access the goods or has received the service. payments exceeds 90 percent of the fair value of the leased asset. The Group may enter into an arrangement that does not take the legal form of a lease but conveys a right to use an asset in return for a payment or series of payments. Determining whether an arrangement is, or contains, a lease is based on the substance of the arrangement and requires an assessment of whether: (a) fulfilment of the arrangement is dependent on the use of a specific asset; and (b) the arrangement conveys a right to use the asset. 53 Closed Joint Stock Company Kyivstar G.S.M. The Group as lessee Property and equipment acquired by way of finance lease is capitalised and carried at the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Leased assets are depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. Operating lease payments are charged to profit and loss on a straight-line basis over the term of the relevant lease. Benefits received and incentives to enter into an operating lease are also amortised on a straight-line basis over the lease term. Advance lease payments made on entering into operating leases or acquiring leaseholds are amortised to profit and loss over the lease term in accordance with the pattern of benefits provided. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds. Intangible assets Intangible assets acquired are initially measured at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in profit and loss in the period, in which the expenditure is incurred. Intangible assets, all of which are determined as having finite useful lives, are amortised over the useful economic lives. The amortisation period and amortisation method for intangible assets is reviewed at least annually, and adjusted prospectively if appropriate. 54 Amortisation is provided using the straight-line basis over the estimated useful lives of the related assets as follows: Asset category Useful life (years) Licenses 10-15 Network and billing software 5 Gains and losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised as other expenses in the statement of comprehensive income. Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cashgenerating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or cash generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated 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. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other available fair value indicators. Impairment losses of continuing operations are recognised in profit and loss. Financial assets Initial recognition and measurement Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, availablefor-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial assets at initial recognition. Financial assets are recognised initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. 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 purchases) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset. The Group’s financial assets include cash and cash equivalents, trade and other receivables and interest-free reimbursable financial aid, all of which are classified as loans and receivables in accordance with IAS 39. Subsequent measurement Loans and receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are integral part of the effective interest rate. The amortisation is included in finance income in the statement of comprehensive income. Notes to the consolidated financial statements A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Based on the specifics of the Group’s operations, the management concluded that the Group has one cash generating unit, which is the Company’s network as a whole. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit and loss. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Financial liabilities Initial recognition and measurement Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial liabilities at initial recognition. Financial liabilities are recognised initially at fair value less, in the case of loans and borrowings, directly attributable transaction costs. The Group’s financial liabilities mainly include trade and other payables and loans and borrowings. Subsequent measurement After initial recognition, interest-bearing loans and borrowings and trade and other payables with fixed maturity are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in net profit or loss when the liabilities are derecognised as well as through the effective interest rate method amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are integral part of effective interest rate. The effective interest rate amortisation is included in finance costs in the statement of comprehensive income. 55 Closed Joint Stock Company Kyivstar G.S.M. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. Fair value of financial instruments The fair value of financial instruments that are actively traded in organised financial markets at each reporting date is determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deductions for transaction costs. For financial instruments where there is no active market, 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; discounted cash flow analysis or other valuation models. Amortised cost of financial instruments Amortised cost is computed using the effective interest method less any allowance for impairment and principal repayment or reduction. The calculation takes into account any premium or discount on acquisition and includes transaction costs and fees that are an integral part of the effective interest rate. Impairment of financial assets The Group assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. 56 For financial assets carried at amortised cost, the Group first assesses individually whether objective evidence of impairment exists 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, recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss 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. If an instrument has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in profit and loss. Interest income continues to be accrued on the reduced carrying amount based on the original effective interest rate of the asset. Loans and receivables together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to finance costs in the statement of comprehensive income. Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss. Employee benefits The Group makes defined contributions to the State Pension fund at the relevant statutory rates in force during the year, based on gross salary payments; such an expense is charged in the period when the related salaries are earned. In addition to the above, employees of the Group are entitled to jubilee and post-employment benefits. Jubilee benefits are paid out on occasion of anniversary, while post-employment benefits are paid out as a one-off benefit upon retirement. The amount of those benefits depends on the tenure with the Company and the average salary. The benefits payable under these arrangements are unfunded. The expected cost of providing employee benefits is determined annually using the projected unit credit actuarial valuation method to calculate the net present value of benefit obligations at the reporting date. The balance of employee benefit obligations equals discounted payments to be made in the future and accounts for staff turnover and relates to the period to the reporting date. Demographic information and information on staff turnover are based on historical data. Gains and losses resulting from the use of actuarial valuation methodologies to calculate post-employment benefits are recognised when the cumulative unrecognised actuarial gains or losses for the plan at the end of the previous reporting period exceed 10% of defined benefit obligation at that date. These gains or losses are recognised as income or expense over the expected average remaining working lives of the employees participating in the plan. Any actuarial gains or losses relating to jubilee benefits are recognised in profit or loss in the period in which they arise. The past service cost is recognised as an expense on a straight-line basis over the average period until the benefits become vested. If the benefits are already vested following the introduction of, or changes to, a pension plan, past service cost is recognised immediately. The defined benefit liability is the aggregate of the present value of the defined benefit obligation and actuarial gains and losses not recognised reduced by past service cost not yet recognised. Notes to the consolidated financial statements Derecognition of financial instruments Financial assets A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when: • the rights to receive cash flows from the asset have expired or • the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, a new asset is recognised to the extent of the Group’s continuing involvement in the asset. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on the basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset, is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. 57 Closed Joint Stock Company Kyivstar G.S.M. Taxes Current income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Deferred income tax Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences, except: • where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and • in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences and carry-forward of unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax losses can be utilised except: • where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and • in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. 58 The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Value-added tax Revenues, expenses and assets are recognised net of value-added tax (“VAT”) except: • where VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case VAT is recognised as part of the cost of acquisition of the asset or as part of expense item as applicable; and • receivables and payables are stated with the amount of VAT included. The net amount of VAT recoverable from, or payable to, the taxation authority is disclosed in the notes to the consolidated statement of financial position. Cash and cash equivalents Cash and cash equivalents include cash at banks and on hand and short-term deposits with an original maturity of three months or less. For the purpose of consolidated cash flow statement, cash and cash equivalents consists of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Contingent assets and liabilities A contingent asset is not recognised in the financial statements but disclosed when an inflow of economic benefits is probable. Contingent liabilities are not recognised in the financial statements unless it is probable that an outflow of economic resources will be required to settle the obligation and it can be reasonably estimated. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Inventories Inventories are valued at the lower of cost or net realisable value for items that will be sold as a separate products. Inventories that will be sold as part of a transaction with several components, which the Group expects to earn net income from, are valued at cost even if the selling price of the inventory is below cost price. Cost is determined using the FIFO method. Notes to the consolidated financial statements Current/non-current classification An asset/liability is classified as current, when it is expected to be realised (settled) or is intended for sale or consumption within twelve months after the reporting date. Other assets/liabilities are classified as non-current. Financial instruments are classified based on expected life. Deferred revenues and respective costs of connection are classified as current. Events after the reporting date Events after the reporting date that provide additional information on the Group’s position at the reporting date (adjusting events) are reflected in the consolidated financial statements. Events after the reporting date that are not adjusting events are disclosed in the notes when material. 59 Closed Joint Stock Company Kyivstar G.S.M. 6. Critical accounting judgements and key sources of estimation uncertainty Key sources of estimation uncertainty – critical accounting estimates Certain amounts included in or affecting the consolidated financial statements and related disclosures must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the consolidated financial statements are prepared. A ‘critical accounting estimate’ is one, which is both important to the portrayal of the Group’s financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management evaluates such estimates on an ongoing basis, based upon historical results and experience, consultation with experts, trends and other methods, which management considers reasonable in the particular circumstances, as well as the forecasts as to how these might change in the future. However, uncertainty about these estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. Revenue recognition The main part of the Group’s revenues is earned from mobile services, such as airtime, one-time connection fees or periodic subscriptions. The Company has many subscribers and offers a number of different services with different tariff plans. The Company also provides discounts of various types, often in connection with different campaigns. Revenues from one-time subscriptions or connections to the Company’s network are recognised as deferred revenue and released to the profit and loss in the periods, when these revenues are earned, based on the average customer relationship period. The management regularly reviews its estimates in respect of customer relationship period, based on the historical experience and its plans for future development of the Company. As at 31 December 2010 the management estimated its customer relationship period to be equal 4 years (2009: 3 years). 60 Employee benefits The cost of long-term employee benefits and other post employment benefits is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, future salary increases and future pension increases. All assumptions are reviewed at each reporting date. In determining the discount rate, the management considers the market yields on government bonds extrapolated for the period of payments. The turnover rate is calculated based on the past experience. Further details about the assumptions used are given in Note 20. Provision for decommissioning In determining the carrying value of the provision for decommissioning associated with future dismantling of base stations from leased sites the Group has to make assumptions and estimates in relation to discount rates, probability of prolongation of operating lease agreements, the expected cost to dismantle and remove the base stations from the sites and the expected timing of those costs. All assumptions are reviewed at each reporting date. Deferred tax assets Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Please refer to Note 9 for additional information on the Group’s tax position. Depreciation and amortisation Depreciation and amortisation methods are based on management estimates of the expected useful life of property, plant and equipment and intangible assets. Estimates may change due to technological developments, competition, changes in market conditions and other factors and may result in changes in the estimated useful life and in the amortisation or depreciation charges. Technological developments are difficult to predict and the Group’s views on the trends and pace of development may change over time. Some of the assets and technologies, in which the Group invested several years ago, are still in use and provide the basis for the new technologies. The useful lives of property, plant and equipment and intangible assets are reviewed at least annually taking into consideration the factors mentioned above and all other important factors. In case of significant changes in estimated useful lives, depreciation and amortisation charges are adjusted prospectively. Legal proceedings and claims The Group is a subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. Management evaluates, among other factors, the degree of probability of an unfavourable outcome and the ability to make a reasonable estimate of the amount of loss. Unanticipated events or changes in these factors may require to increase or decrease the amount to be accrued for any matter or accrue for a matter that has not been previously accrued because it was not considered probable or a reasonable estimate could not be made. Notes to the consolidated financial statements Impairment of non-financial assets The Group has made significant investments in property, plant and equipment and intangible assets. These assets are tested, as described, for impairment annually or when circumstances indicate there may be a potential impairment. Factors considered important which could trigger an impairment evaluation include the following: significant fall in market values, significant underperformance relative to historical or projected future operating results, significant changes in the use of assets or the strategy for the Group’s overall business, including assets that are decided to be phased out or replaced and assets that are damaged or taken out of use, significant negative industry or economic trends and significant cost overruns in the development of assets. Estimating recoverable amounts of assets must in part be based on management’s evaluations, including determining appropriate cash generating units, estimates of future performance, revenue generating capacity of the assets, assumptions of the future market conditions and the success in marketing of new products and services. Changes in circumstances and in management’s evaluations and assumptions may give rise to impairment losses in the relevant periods. 61 Closed Joint Stock Company Kyivstar G.S.M. 7. IFRSs and IFRIC Interpretations not yet effective Standards issued but not yet effective up to the date of issuance of the Group’s consolidated financial statements are listed below. The Group intends to adopt those standards when they become effective. IAS 24 Related Party Disclosures (Amendment) The amended standard is effective for annual periods beginning on or after 1 January 2011. It clarified the definition of a related party to simplify the identification of such relationships and to eliminate inconsistencies in its application. The revised standard introduces a partial exemption of disclosure requirements for government-related entities. The amended standard will not result in additional disclosures as the Company is not a subsidiary of a government-related entities. IAS 32 Financial Instruments: Presentation – Classification of Rights Issues (Amendment) The amendment to IAS 32 is effective for annual periods beginning on or after 1 February 2010 and amended the definition of a financial liability in order to classify rights issues (and certain options or warrants) as equity instruments in cases where such rights are given pro rata to all of the existing owners of the same class of an entity’s non-derivative equity instruments, or to acquire a fixed number of the entity’s own equity instruments for a fixed amount in any currency. This amendment will have no impact on the Group after initial application. IFRS 9 Financial Instruments: Classification and Measurement IFRS 9 as issued reflects the first phase of the IASBs work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2013. In subsequent phases, the IASB will address classification and measurement of financial liabilities, hedge accounting and derecognition. The completion of this project is expected in early 2011. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Group’s financial assets. The Group expects that the new standard may have effect on the classification and measurement of its financial instruments, however, the exact amount of potential effect has not yet been quantified. 62 IFRIC 14 Prepayments of a minimum funding requirement (Amendment) The amendment to IFRIC 14 is effective for annual periods beginning on or after 1 January 2011 with retrospective application. The amendment provides guidance on assessing the recoverable amount of a net pension asset. The amendment permits an entity to treat the prepayment of a minimum funding requirement as an asset. This amendment will have no impact on the financial position or performance of the Group, as the Group’s employee benefit plans are unfunded. IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments IFRIC 19 is effective for annual periods beginning on or after 1 July 2010. The interpretation clarifies that equity instruments issued to a creditor to extinguish a financial liability qualify as consideration paid. The equity instruments issued are measured at their fair value. In case that this cannot be reliably measured, the instruments are measured at the fair value of the liability extinguished. Any gain or loss is recognised immediately in profit or loss. The adoption of this interpretation will have no effect on the financial position or performance of the Group. Improvements to IFRSs (issued in May 2010) The IASB issued Improvements to IFRSs, an omnibus of amendments to its IFRS standards. The amendments have not been adopted as they become effective for annual periods on or after either 1 July 2010 or 1 January 2011. IFRIC 13 Customer Loyalty Programmes The amendment clarifies that when the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme, is to be taken into account. The amendment is effective for annual periods beginning on 1 January 2011. The Group expects that the application of this amendment will not have significant effect on the financial position or performance of the Group. The Group expects that the amendments listed below will have no impact on its financial position, its financial performance or disclosures in the consolidated financial statements: • IFRS 3 Business Combinations • IFRS 7 Financial Instruments: Disclosures • IAS 34 Interim Financial Reporting • IAS 1 Presentation of Financial Statements • IAS 27 Consolidated and Separate Financial Statements • IFRS 1 First-Time Adoption of IFRSs • IAS 12 Income Taxes Revenues Air time charges 2010 2009 5,924,973 6,194,401 Interconnection revenue 2,084,790 2,417,416 Periodic fees 1,703,262 1,445,167 Value added services 876,376 790,614 Roaming and access to network 430,001 329,594 Roaming revenue (subscribers) 222,621 183,072 Connection and one-time subscription fees 82,671 146,521 Fixed lines 48,524 25,613 Other revenue 69,807 58,140 11,443,025 11,590,538 2010 2009 Notes to the consolidated financial statements 8. Revenues and expenses Costs of materials and traffic charges Interconnection 1,588,590 1,727,902 Cost of materials 188,971 192,269 Roaming expenses 157,860 168,745 Leased line costs 4,107 2,358 1,939,528 2,091,274 2010 2009 663,267 731,614 Salaries and personnel costs Salaries, holiday pay and other employee benefits Social security taxes 165,810 157,491 Medical insurance 35,652 37,901 Training 1,514 8,243 866,243 935,249 The average number of employees of the Group in 2010 was 3,689 (2009: 4,331). 63 Other operating expenses Closed Joint Stock Company Kyivstar G.S.M. Repair and maintenance 2010 2009 753,637 780,987 Marketing and sales commission 314,110 412,980 Operating leases of land and buildings 290,126 285,787 Advertising 190,420 224,747 Local taxes and non-refundable VAT 187,213 119,919 Consultancy fees and external personnel 168,857 94,953 Insurance 74,844 79,298 Materials and supplies 22,976 24,415 Bad debts 20,920 32,116 License and research fees 19,493 25,701 Business trip expenses 14,401 17,680 Postage, freight, distribution and telecommunication 7,861 14,776 Bank charges 6,003 9,622 Other operating expenses 7,497 13,669 2,078,358 2,136,650 2010 2009 Other expenses Loss on disposal of property, plant and equipment and intangible assets 61,477 68,622 Contributions and donations 2,896 3,543 Other expenses - 10,302 64,373 82,467 Amortisation, depreciation and impairment losses Details of amortisation, depreciation and impairment losses are as follows: Property, plant and equipment 64 Intangible assets 2010 2009 2010 2009 Depreciation and amortisation 1,346,803 1,337,770 434,666 416,404 Impairment losses, net of reversals 3,414 115,743 - 2,326 1,350,217 1,453,513 434,666 418,730 use this equipment in future. Assets identified as no longer in use were written down to their recoverable amounts, usually zero. In addition, in 2010 the Group recognised reversal of impairment losses in respect of network equipment in amount of UAH 10,662 thousand (2009: UAH 90,590 thousand) as a result of changes in tariff policies and respective plans for future usage of previously impaired network equipment in accordance with adjusted capital expenditure budgets for future years. Finance income 2010 2009 Interest income 150,641 528,065 Total interest income 150,641 528,065 Unwinding of discount on other current financial assets 76,790 - Net gain on derivative financial instrument - 1,893 227,431 529,958 2010 2009 Interest charges related to bank loans 3,942 42,519 Total interest charges 3,942 42,519 Other finance costs 3,275 3,698 7,217 46,217 - (8,138) 7,217 38,079 Notes to the consolidated financial statements In 2010 the Group recognised impairment losses on property, plant and equipment in amount of UAH 14,076 thousand (2009: UAH 206,333 thousand), based on internal indications of impairment for various individual components of network equipment, as the Group did not plan to Finance costs Less – interest capitalised 65 9. Income tax Closed Joint Stock Company Kyivstar G.S.M. The Group’s income was subject to taxation in Ukraine only. During the years ended 31 December 2010 and 2009 Ukrainian corporate income tax was levied on taxable income less allowable expenses at a rate of 25% according to the Law of Ukraine on Corporate Income Tax. In 2010 Ukrainian Parliament approved the Tax Code, which superseded the Law of Ukraine on Corporate Income Tax. New Tax Code significantly changed the rules for tax base calculation and provided for gradual decrease in tax rates from 25% to 16% over the next few years. The Group has calculated its deferred tax position as at 31 December 2010 in accordance with corporate income tax rates as prescribed by the new Tax Code. The major components of income tax expense for the years ended 31 December 2010 and 2009 are: 2010 2009 1,400,636 1,455,683 (156,306) (196,206) 1,244,330 1,259,477 Current income tax: Current income tax charge Deferred tax: Relating to origination and reversal of temporary differences Income tax expense Reconciliations between tax expense and the product of accounting profit multiplied by the tax rate for the years ended 31 December 2010 and 2009 are as follows: 66 2010 2009 Accounting profit before tax 4,922,210 4,944,874 Income tax at statutory rate of 25% (2009: 25%) 1,230,553 1,236,219 Non-taxable income (12,966) - Non- deductible expenses for tax purposes 31,708 43,100 Reassessment of temporary differences (49,549) (19,842) Effect of changes in tax rules (54,016) - Effect of changes in tax rates 98,600 - 1,244,330 1,259,477 31-Dec-10 Credited to statement Credited to equity of comprehensive income 31-Dec-09 - (26,087) 26,087 Deferred tax liabilities: Intangible assets (i) - Deferred expenses (iii) 20,385 907 - 19,478 Prepayments (iii) 16,639 (330) - 16,969 Trade and other receivables (v) 3,319 1,613 - 1,706 40,343 (23,897) - 64,240 148,413 22,578 - 125,835 Notes to the consolidated financial statements Deferred tax assets and liabilities relate to the following items in 2010: Deferred tax assets: Property, plant and equipment (i) Intangible assets (i) 55,556 55,556 - - Other current financial assets (iii) 153,296 (19,198) 172,494 - Other current liabilities (v) 37,196 34,887 - 2,309 Employee benefits (iii) 7,959 (3,573) - 11,532 Advances received and deferred revenue 211,779 (iii) 24,101 - 187,678 Inventories (ii) (2,979) - 2,979 - Trade and other payables (iii) 50,944 9,897 - 41,047 Provisions (iii) 8,436 8,436 - - Taxes payable, other than income tax (iii) Net deferred tax asset 2,704 2,704 - - 676,283 132,409 172,494 371,380 635,940 156,306 172,494 307,140 67 Deferred tax assets and liabilities relate to the following items in 2009: 31-Dec-09 Credited to statement of comprehensive income 31-Dec-08 Property, plant and equipment (i) - (4,166) 4,166 Intangible assets (i) 26,087 (38,419) 64,506 Deferred expenses (iii) 19,478 (3,829) 23,307 Prepayments (iii) 16,969 (1,342) 18,311 Derivative financial instrument (iv) - (9,254) 9,254 Trade and other payables (iii) - (8,990) 8,990 Trade and other receivables (v) 1,706 1,706 - 64,240 (64,294) 128,534 Property, plant and equipment (i) 125,835 125,835 - Trade and other receivables (v) - (13,272) 13,272 Other current liabilities (v) 2,309 (4,431) 6,740 Employee benefits (iii) 11,532 5,470 6,062 Advances received and deferred revenue (iii) 187,678 (25,716) 213,394 Inventories (ii) 2,979 2,979 - Trade and other payables (iii) 41,047 41,047 - 371,380 131,912 239,468 307,140 196,206 110,934 Closed Joint Stock Company Kyivstar G.S.M. Deferred tax liabilities: Deferred tax assets: Net deferred tax asset The nature of the temporary differences is as follows: (i) Property, plant and equipment and intangible assets – differences in depreciation and amortisation patterns and estimates of the remaining useful lives, differences in capitalisation principles; (ii) Inventories – differences in inventories measurement basis and the periods of recognition; 68 (iii) Advances received and deferred revenue, prepayments and deferred expenses, employee benefits, trade and other payables, provisions, taxes payable, other than income tax, other current financial assets – differences in period of recognition; (iv) Interest-bearing borrowings and derivative financial instrument – differences in measurement basis (cost vs. fair values or amortised cost); (v) Other liabilities and receivables – differences in measurement and recognition principles. The movement of property, plant and equipment is as follows: Mobile Local, regiontelephone Radio instalal & trunk Buildings network and lations networks switches Land Construction in progress, Corporate aduninstalled ministrative Total and dismanassets tled equipment (iii) 678,920 5,016,689 2,382,043 721,932 103,404 566,713 1,884,792 11,354,493 Additions (i) Disposals Transfers and reclassifications (ii) At 31 December 2009 3,160 (32) 18,502 (45,173) 9,593 (19,180) (2,568) 600 - 6,920 (7,629) 968,648 (640,963) 1,007,423 (715,545) 90,076 324,833 109,989 230,228 - 105,053 (901,183) (41,004) 772,124 5,314,851 2,482,445 949,592 104,004 671,057 1,311,294 11,605,367 Additions (i) Disposals Transfers and reclassifications At 31 December 2010 2,127 (1,230) 25,656 (182,993) 77,616 (18,738) (36,821) 2,505 - 10,042 (27,688) 1,244,628 (93,050) 1,362,574 (360,520) 49,440 635,342 139,726 361,693 - 76,628 822,461 5,792,856 2,681,049 1,274,464 106,509 730,039 1,200,043 12,607,421 Cost: At 1 January 2009 Notes to the consolidated financial statements 10. Property, plant and equipment (1,262,829) - Accumulated depreciation and impairment losses: At 1 January 2009 87,485 2,099,641 1,093,487 101,549 - 373,905 714,629 4,470,696 Depreciation charge for the year 35,604 696,412 322,888 78,883 - 125,818 78,165 1,337,770 Impairment (Note 8) - - - - - - 115,743 115,743 Disposals (21) (34,825) (13,979) (1,003) - (4,237) (586,354) (640,419) Transfers and reclas2 sifications (ii) (53,872) (34,813) 1,790 - (48,435) 107,874 (27,454) At 31 December 2009 123,070 2,707,356 1,367,583 181,219 - 447,051 430,057 5,256,336 Depreciation charge for the year 39,510 702,017 326,954 84,428 - 129,766 64,128 1,346,803 Impairment (Note 8) - - - - - - 3,414 3,414 Disposals (1,001) (120,486) (13,956) (28,388) - (19,048) (90,406) (273,285) Transfers and reclassi1,004 fications (27,774) (71,464) 2,844 - (31,614) 127,004 - At 31 December 2010 162,583 3,261,113 1,609,117 240,103 - (526,155) 534,197 6,333,268 591,435 2,917,048 1,288,556 620,383 103,404 192,808 1,170,163 6,883,797 At 31 December 2009 649,054 2,607,495 1,114,862 768,373 104,004 224,006 881,237 6,349,031 At 31 December 2010 659,878 2,531,743 1,071,932 1,034,361 106,509 203,884 665,846 6,274,153 Net book value: At 1 January 2009 (i) The amount of borrowing costs capitalised for the year ended 31 December 2009 comprised UAH 8,138 thousand (Note 8). The weighted average rate used to determine the amount of borrowing costs eligible for capitalisation was 10.46%. In 2010 there were no acquisitions, construction or production of qualifying assets, to which borrowing costs could be attributed. (ii) In 2009 the Company exchanged its used telecommunication equipment into the new communication equipment under the buy-back agreement with Ericsson AB. The equipment identified for exchange under this agreement was reclassified from property, plant and equipment to assets held for sale and disposed by the end of 2009. (iii) Temporarily dismantled equipment is continued to be depreciated over the estimated remaining useful life. 69 11. Intangible assets The movement of intangible assets is as follows: Licenses Network and billing software Total At 1 January 2009 409,738 2,290,445 2,700,183 Additions 2,008 292,265 294,273 Disposals - (18,264) (18,264) At 31 December 2009 411,746 2,564,446 2,976,192 Additions 1,510 326,369 327,879 Disposals - (38,012) (38,012) At 31 December 2010 413,256 2,852,803 3,266,059 At 1 January 2009 176,108 1,319,052 1,495,160 Amortisation charge for the year 21,091 395,313 416,404 Impairment (Note 8) - 2,326 2,326 Disposals - (18,264) (18,264) At 31 December 2009 197,199 1,698,427 1,895,626 Amortisation charge for the year 42,734 391,932 434,666 Disposals - (35,094) (35,094) At 31 December 2010 239,933 2,055,265 2,295,198 At 1 January 2009 233,630 971,393 1,205,023 At 31 December 2009 214,547 866,019 1,080,566 At 31 December 2010 173,323 797,538 970,861 Closed Joint Stock Company Kyivstar G.S.M. Cost: Accumulated amortisation and impairment losses: Net book value: 70 Acquisition date Expiration date Net book value Net book value as at 31 Decem-as at 31 ber 2010 December 2009 License # Coverage License N/A National 1800 MHz (GSM) frequencies usage licenses (i) 102,639 121,468 N/A National 900 MHz (GSM) frequencies usage licenses (ii) 43,295 53,076 АА №009503 National 900 MHz (GSM) and 1800 MHz (GSM) cellular license Apr-01 Oct-11 10,374 18,760 АА №720166 International International communication Aug-04 Aug-19 5,187 6,075 АА №720167 Inter city Inter city communication Aug-04 Aug-19 5,295 6,201 N/A Other licenses Mar-01 Apr-24 6,533 8,967 173,323 214,547 National (i) 1800 MHz (GSM) frequencies usage licenses comprise a number of licenses that were acquired in the period from February 2001 to January 2007. The validity period of such licenses varies from 10 to 15 years. Notes to the consolidated financial statements The Group’s major licenses as at 31 December were as follows: (ii) 900 MHz (GSM) frequencies usage licenses comprise a number of licenses that were acquired in the period from June 1999 to October 2008. The validity period of such licenses varies from 10 to 15 years. 12. Other non-current assets Other non-current assets as at 31 December were as follows: Prepayments for property, plant and equipment 2010 2009 30,047 48,725 Prepayments for intangible assets 9,840 597 Other non-current assets 4,606 7,536 44,493 56,858 71 13. Trade and other receivables Trade and other receivables consisted of the following as at 31 December: Closed Joint Stock Company Kyivstar G.S.M. 2010 2009 Trade receivables – interconnection and access to network 141,389 330,770 Trade receivables – subscribers 102,590 68,335 Trade receivables – roaming 85,361 97,019 Trade receivables – dealers for prepaid cards and packages 35,630 68,283 Interest receivable 7,933 2,113 Trade receivables – dealers for post-paid subscribers’ advances 168 166 Accounts receivable – for assets under buy-back agreement - 86,220 Other receivables 21,545 19,650 394,616 672,556 (74,063) (76,854) 320,553 595,702 Allowance for impairment Trade and other receivables, net of allowance for impairment as at 31 December were denominated in the following currencies: 2010 2009 UAH 160,135 364,159 EUR 103,463 113,891 USD 56,955 117,652 320,553 595,702 As at 31 December 2010 and 2009 trade and other receivables are non-interest bearing and are settled in the normal course of business. 72 Prepayments as at 31 December were denominated in the following currencies: 2010 2009 UAH 74,597 78,283 EUR 215 79 USD 69 - RUR 21 - 74,902 78,362 Independent auditors’ report 14. Prepayments 15. Reconciliation of allowance accounts The reconciliation of changes in allowance accounts is as follows: Trade and other receivPrepayments ables Total As at 1 January 2009 64,851 1,567 66,418 Charge for the year 41,062 - 41,062 Utilised (21,164) - (21,164) Unused amounts reversed (7,895) (1,051) (8,946) As at 31 December 2009 76,854 516 77,370 Charge for the year 21,929 31 21,960 Utilised (23,680) - (23,680) Unused amounts reversed (1,040) - (1,040) As at 31 December 2010 74,063 547 74,610 73 The accompanying notes form an integral part of the consolidated financial statements 16. Deferred expenses Closed Joint Stock Company Kyivstar G.S.M. As at 31 December deferred expenses consisted of the following: 74 2010 2009 Deferred connection costs (i) 80,928 68,052 Deferred costs of start packages and scratch-cards (ii) 11,655 9,860 92,583 77,912 (i) As at 31 December 2010 and 2009 deferred connection costs mainly consisted of costs of start packages and dealers’ bonuses for connection of new subscribers, limited to the amount of deferred connection fees. (ii) Deferred costs of start packages and scratch-cards represent costs of start packages and scratch-cards sold to dealers, but not yet activated by subscribers. The movement in deferred connection costs is as follows: At 1 January 2010 2009 68,052 78,954 Deferred during the year 43,907 38,659 Released to the statement of comprehensive income (31,031) (49,561) At 31 December 80,928 68,052 Cash and cash equivalents consisted of the following as at 31 December: Short-term deposits 2010 2009 1,460,848 1,073,322 Cash at bank 134,182 137,051 Cash on hand 26 21 1,595,056 1,210,394 As at 31 December cash on hand and cash at bank were denominated in the following currencies: UAH 2010 2009 124,437 128,367 EUR 5,095 4,091 USD 4,676 4,614 134,208 137,072 Notes to the consolidated financial statements 17. Cash and cash equivalents As at 31 December short-term deposits split by contractual maturity, currency and interest rate earned was as follows: Currency Maturity date Interest rate p.a. 2010 2009 UAH 0-30 days 8-21% 125,000 40,000 USD EUR 31-60 days 6.5-21% 745,035 140,000 61-92 days 8-12.5% 330,000 - 1,200,035 180,000 0-30 days 6-9.75% - 127,760 31-60 days 5.5-11% 54,936 340,121 61-92 days 5.5-6.5% 123,406 - 178,342 467,881 0-30 days 8-10% - 130,518 31-60 days 3-10% 82,471 294,923 82,471 425,441 1,460,848 1,073,322 75 18. Share capital As at 31 December 2010 and 2009 the authorised and fully paid share capital comprised 10,687,389 ordinary shares at a par value of UAH 50 each. The share capital is stated at cash consideration received. The carrying value of share capital differs from par by UAH 122,130 thousand being the currency translation difference, accumulated till 1 May 2004, when the Company changed its functional currency from US dollar to Ukrainian Hryvnia. Dividends on ordinary shares declared comprised: Closed Joint Stock Company Kyivstar G.S.M. 2010 Interim dividends for 2008 (UAH 71.60 per share declared) 765,216 765,216 2009 Interim dividends for 2006 and 2007 (UAH 430.41 per share) 4,600,000 Final dividends for 2006 and 2007 (UAH 162.43 per share) 1,736,000 Interim dividends for 2008 (UAH 15.35 per share) 164,000 6,500,000 In 2010 and 2009 the Company fully paid dividends to its shareholders in cash, net of withholding tax. 19. Interest-bearing loans and borrowings Interest-bearing loans and borrowings consisted of the following as at 31 December: 2010 2009 Current Interest-bearing borrowings from Dresdner Bank, (USD-denominated, at 7.75% p. a., matures on 27 April 2012) 51,043 - Interest accrued 692 694 51,735 694 - 51,192 - 51,192 51,735 51,886 Non-current Interest-bearing borrowings from Dresdner Bank (USD-denominated, at 7.75% p. a., matures on 27 April 2012 ) Total interest-bearing loans and borrowings On 23 November 2010, the Company entered into the agreement to provide reimbursable interest-free financial aid of UAH 4,000,000 thousand to the entity under common control. As required by the terms of the loan agreement, for this type of transactions the Company should have 76 provided Dresdner Bank with a fairness opinion from an accounting, appraisal or investment banking firm of international standing. However, this requirement was not met. Such non-compliance with the terms of the loan agreement gives Dresdner Bank the right, by notice to the Com- pany, to demand at any time the accelerated or immediate repayment of the loan and accrued interest thereon. Accordingly, the loan was classified as current liability as at 31 December 2010 as the Company did not have an unconditional right to defer its settlement for at least twelve months. The Group, pursuant to the terms of personnel motivation programme, has established post-employment benefit pension plan, covering substantially all of its employees, who achieve regular pension age and retire from the Group companies. In addition, the Group pays jubilee benefits to its employees. Employee benefit liability as at 31 December consisted of the following: 2010 2009 Post-employment defined benefit liability 27,935 21,851 Jubilee payments 16,893 24,276 44,828 46,127 Less: Current portion (7,566) (3,896) Defined employee benefit liability – non-current portion 37,262 42,231 Post-employment defined employee benefits As at 31 December 2010 3,675 employees (2009: 4,080 employees) were enti- Notes to the consolidated financial statements 20. Employee benefit liability tled to benefits under post-employment defined employee benefits. Changes in the present value of the defined benefit obligation as at 31 December were as follows: 2010 2009 Defined benefit obligation at 1 January 40,340 12,634 Interest cost 3,275 953 Current service cost 2,407 8,316 Benefits paid (214) (595) Actuarial (gain)/loss for the year (30,487) 19,032 Defined benefit obligation at 31 December 15,321 40,340 Unrecognised actuarial gain/(loss) 12,614 (18,489) Defined benefit liability at 31 December 27,935 21,851 Classified as Defined benefit liability – current portion 4,650 1,324 Defined benefit liability – non-current 23,285 20,527 77 Closed Joint Stock Company Kyivstar G.S.M. Benefit expense 2010 2009 Interest cost 3,275 953 Current service cost 2,407 8,316 Net actuarial losses recognised in the year 616 - Total expenses recognised in the statement of comprehensive income 6,298 9,269 Net benefit expense was included into Salaries and personnel costs, except for interest cost charged to Finance costs. Benefit liability 2010 2009 Net liability at 1 January 21,851 13,177 Benefits expense 6,298 9,269 Benefits paid (214) (595) Net liability at 31 December 27,935 21,851 Jubilee payments As at 31 December 2010 3,496 employees were entitled to jubilee benefits (2009: 3,774 employees). 2010 2009 16,893 24,276 Benefit liability – current portion 2,916 2,572 Benefit liability – non-current 13,977 21,704 Present value of unfunded obligations Classified as The principal assumptions used in determining the post-employment defined employee benefits are shown below: 78 2010 2009 Discount rate 8.12% 7.55% Future benefit increases 6.99% 12.46% 2010 2009 2008 2007 2006 Defined benefit obligation at 31 December 15,321 40,340 12,634 13,856 8,789 Experience adjustment (5,226) (1,230) (549) 965 299 As at 31 December deferred revenue consisted of the following: 2010 2009 Deferred revenue – dealers and subscribers (i) 548,969 446,178 Deferred connection and one-time subscription fees (ii) 154,006 134,231 Customer loyalty programs (iii) 33,684 34,110 736,659 614,519 (i) Deferred revenue – dealers – represents deferred revenue from unused time on prepaid cards, which were sold to dealers, but have not yet been activated by subscribers. Deferred revenue – dealers is recognised in the statement of financial position until the prepaid cards have been activated by subscribers or the prepaid card has expired. Deferred revenue – subscribers – mainly consists of deferred revenue from unused time on prepaid cards, which were acti- vated by subscribers. Deferred revenue – subscribers is recognised as revenue in the statement of comprehensive income on the basis of actual airtime usage by subscribers. (ii) Deferred connection and one-time subscription fees – mainly consist of fees for initial connection to the network and oneoff payments for subscription to additional services. Deferred connection and subscrip- tion fees are recognised in the statement of comprehensive income over the periods that the fees are earned. Notes to the consolidated financial statements 21. Deferred revenue (iii) Customer loyalty programs – represent various loyalty programs, established by the Company, whereby enrolled subscribers are eligible for bonuses, which may then be used for discount on future calls or purchase of mobile handsets. The movements in deferred connection and one-time subscription fees are as follows: 2010 2009 At 1 January 134,231 173,240 Deferred during the year 102,446 107,512 Released to the statement of comprehensive income (82,671) (146,521) At 31 December 154,006 134,231 79 22. Provisions The movement in provisions is as follows: Closed Joint Stock Company Kyivstar G.S.M. At 1 January 2010 2009 14,666 4,891 Arising during the year (i),(ii),(iii) 59,435 9,775 Unused amounts reversed (ii) (8,388) - At 31 December 65,713 14,666 Less: Current portion (12,986) (14,666) Non-current 52,727 - (i) As at 31 December 2009 the Company recognised UAH 5,382 thousand of provision regarding legal proceeding initiated by its counterparty in respect of consulting and advertising services provided by the counterparty, but not accepted by the Company. As at 31 December 2010 the Company increased its assessment of the provision to UAH 11,993 thousand following the increase in the amount claimed by plaintiff. The management believes that the risk of loss of the case is probable. (ii) As at 31 December 2009 the Group recognised provision in respect of potential penalties, which might have arisen on VAT paid to certain suppliers at 20% rate on purchase of assets and services in amount of UAH 9,284 thousand. The Group has revised its assessment of risk exposure based on information available as at 31 December 2010 and reduced the provision to UAH 993 thousand. (iii) As at 31 December 2010 the Group recognised UAH 52,727 thousand of provision for asset retirement obligation in respect of future dismantling costs related to its network equipment installed on leased sites. 23. Taxes payable, other than income tax Taxes payable, other than income tax consisted of the following as at 31 December: 2010 80 2009 VAT payable 110,287 108,921 Pension fund for mobile services 24,133 22,224 Frequency fee 11,878 2,403 Miscellaneous other taxes 663 998 146,961 134,546 As at 31 December trade and other payables consisted of the following: 2010 2009 Roaming 206,053 90,076 Technical support services 70,189 72,409 Equipment and construction works 53,413 118,821 Interconnection 29,336 16,231 Content services 26,280 22,215 Dealers 22,700 32,249 Inventory 21,490 8,790 Professional fees 14,726 15,058 Advertising and promotion 13,824 4,046 Rent 7,518 15,785 Software 3,043 146,308 Other payables 11,716 26,498 480,288 568,486 Notes to the consolidated financial statements 24. Trade and other payables As at 31 December trade and other payables were denominated in the following currencies: UAH 2010 2009 230,236 328,454 EUR 153,948 85,074 USD 94,068 154,411 RUR 2,036 547 480,288 568,486 As at 31 December 2010 and 2009 trade and other payables are non-interest bearing and settled in the normal course of business. 81 25. Advances received As at 31 December advances received consisted of the following: Closed Joint Stock Company Kyivstar G.S.M. 2010 2009 Advances received from subscribers 106,657 102,286 Advances received from partners 23,407 28,161 Advances received from dealers 5,650 5,215 Other advances received 493 536 136,207 136,198 2010 2009 UAH 135,729 136,198 USD 478 - 136,207 136,198 2010 2009 123,219 134,475 As at 31 December advances received were denominated in the following currencies: 26. Other current liabilities As at 31 December other current liabilities consisted of the following: Bonuses accrued Accrual for unused vacations 37,879 40,174 Accruals for future dealers’ reimbursement 347 653 Other 20 6 161,465 175,308 As at 31 December 2010 and 2009 other current liabilities are non-interest bearing and denominated in UAH. 82 The Group’s transactions with its related parties for the years ended 31 December were as follows: 2010 Revenue Cost of materiPurchase of Salaries and Other operating als and traffic Finance income property, plant personnel costs expenses charges and equipment Entities under common control 615,448 177,436 - 488 76,790 36,199 Other related parties 360,152 - 79,006 69,215 - - 75,712 - - - 537,588 75,712 79,494 146,005 36,199 341,883 Key management personnel of the Group 957,331 2009 Entities affiliated with Telenor Mobile Communications AS Entities affiliated with Storm LLC Key management personnel of the Group Revenue Cost of materials and traffic charges Salaries and personnel costs Other operating expenses Finance income 27,176 6,211 - 25,333 - 899,001 558,287 - 9,694 106,458 - - 72,668 - - 926,177 564,498 72,668 35,027 106,458 Notes to the consolidated financial statements 27. Related party disclosure The outstanding balances from related parties as at 31 December were as follows: 2010 Trade and other receivables Prepayments Cash and cash equivalents Other current financial assets Total Entities under common control 50,778 416 - 3,349,309 3,400,503 Other related parties 11,846 3,435 368,850 - 384,131 62,624 3,851 368,850 3,349,309 3,784,634 2009 Trade and other receivables Prepayments Cash and cash equivalents Total Entities affiliated with Telenor Mobile Communications AS 8,177 - - 8,177 Entities affiliated with Storm LLC 70,888 4 168,244 239,136 79,065 4 168,244 247,313 The outstanding amounts due to related parties as at 31 December were as follows: 2010 Entities under common control 80,497 Other related parties 24,960 105,457 2009 Entities affiliated with Telenor Mobile Communications AS 12,680 Entities affiliated with Storm LLC 3,530 16,210 83 Closed Joint Stock Company Kyivstar G.S.M. Terms and conditions of transactions with related parties Outstanding balances on settlements with related parties at the year-end are unsecured, interest free and settlement occurs in cash. There have been no financial guarantees received from any related party. For the years ended 31 December 2010 and 2009, the Group has not recorded any impairment of receivables as regards to the amounts owed by related parties. Revenue and trade receivables In 2010 the Group sold to domestic and overseas telecom operators, being the Group’s related parties, roaming services, access to network and interconnection services in total amount of UAH 957,331 thousand (2009: UAH 926,177 thousand). Trade receivables as at 31 December 2010 and 2009 due from related parties are non-interest bearing, unsecured and are settled in the normal course of business. Cost of materials and traffic charges and trade payables Cost of materials and traffic charges from related parties include roaming and interconnection services, provided by entities under common control and other related parties. Trade payables to entities under common control and other related parties comprise amounts due for interconnection and roaming services. Trade payables to related parties are non-interest bearing and are settled in the normal course of business. Other operating expenses Other operating expenses include consulting services provided by entities under common control and other related parties. Finance income In 2010 finance income included UAH 69,215 thousand of interest on short-term deposits placed in Ukrainian bank, which is the Company’s other related party (2009: UAH 106,458 thousand). In addition, UAH 76,790 thousand representing unwinding of discount on interest-free financial aid provided to the entity under common control was included in finance income (2009: nil). Purchase of property, plant and equipment In 2010 the Group acquired fiber-to–thebuilding (FTTB) equipment from entity under common control for cash consideration of UAH 36,199 thousand (2009: nil). Other current financial assets On 23 November 2010 the Company provided short-term reimbursable interestfree financial aid of UAH 4,000,000 thousand to the entity under common control. At initial recognition this facility was stated at fair value of UAH 3,272,519 thousand. UAH 554,987 thousand of loss on initial recognition at fair value, net of tax effect, was charged directly to equity as distributions to shareholders. Cash and cash equivalents As at 31 December 2010 and 2009 some of short-term deposits and cash in bank were placed in Ukrainian bank being the Company’s other related party. As at 31 December the split of short-term deposits placed with related party bank by contractual maturity and interest rate earned was as follows: Currency Maturity date Interest rate 2010 2009 UAH 1-3 months 7-21% 365,000 30,000 USD 1-3 months 8.5-9% - 60,127 EUR 1-3 months 8% - 68,235 365,000 158,362 Compensation to management personnel As at 31 December 2010 key management personnel consisted of 48 top executives of the Group (2009: 41). For the years ended 31 December total compensation to key management personnel included in salaries and personnel costs comprised: 84 2010 2009 Short-term employee benefits 75,474 72,461 Long-term employee benefits 238 207 Total compensation to key management personnel 75,712 72,668 (i) Tax risks Ukrainian legislation and regulations regarding taxation and other operational matters, including currency exchange control and custom regulations, continue to evolve. Legislation and regulations are not always clearly written and are subject to varying interpretations by local, regional and national authorities, and other governmental bodies. Instances of inconsistent interpretations are not unusual. Management believes that the Group has complied with all regulations, and paid and accrued all taxes that are applicable. Where the risk of outflow of resources is probable, the Group has accrued provisions based on management’s best estimate. The Group identified certain possible tax contingencies, which are not required to be accrued in the financial statements. Such possible tax contingencies could materialise and require the Group to pay additional amounts of tax. As at 31 December 2010 the Group estimates such tax contingencies to be equal UAH 45,448 thousand. (ii) Legal matters In the ordinary course of business, the Group is subject to legal actions and complaints. As at 31 December 2010 the Group’s exposure to presented third parties’ claims is UAH 11,993 thousand (2009: UAH 5,382 thousand). Management believes that the ultimate liability, arising from unasserted claims and complaints, if any, will not have a material adverse effect on the Group’s financial position or the results of its future operations and is less than probable, accordingly no corresponding accrual was provided in these consolidated financial statements. Notes to the consolidated financial statements 28. Commitments and contingencies (iii) Other capital commitments As at 31 December 2010 the Group had outstanding commitments in respect of purchase and construction of property, plant and equipment in amount of UAH 209,635 thousand (2009: UAH 379,576 thousand). As at 31 December 2010 the Group had outstanding commitments in respect of purchasing intangible assets in amount of UAH 49,577 thousand (2009: UAH 62,769 thousand). (iv) Lease commitments Operating lease – the Group as a lessee The Group has entered into certain leases of land and buildings. These leases have an average life from one to five years with a renewal option included in the contracts. Future minimum rentals payable under non-cancellable operating lease agreements as at 31 December were as follows: 2010 2009 Within one year 165,414 172,807 After one year but not more than five years 144,823 137,140 More than five years 153,197 - 463,434 309,947 (v) Commitment for additional issue of shares On 19 October 2010 the Company’s shareholders approved the restructuring plan, whereby Storm LLC, one of the Company’s shareholders, will be merged into Kyivstar and cease to exist as a legal entity. Pursuant to the relevant resolutions, on 21 October 2010 Kyivstar and Storm LLC entered into the accession agreement, according to which Storm LLC will transfer to Kyivstar all its assets and liabilities, including the Company’s shares it owns. At the same time, Kyivstar has issued the written commitment to VimpelCom Holdings B.V. and VimpelCom Ltd. to issue additional 7,000,000 of shares with par value of UAH 50 each in exchange for their participatory interests in Storm LLC. After Storm LLC is legally dissolved and Kyivstar’s additional shares are issued to VimpelCom Holdings B.V. and VimpelCom Ltd., the treasury shares, which will be received by Kyivstar from Storm LLC as part of accession, will be cancelled. 85 29. Fair value of financial instruments Closed Joint Stock Company Kyivstar G.S.M. As at 31 December 2010 and 2009 the carrying value of the Group’s financial instruments approximates their fair values. 30. Financial instruments and risk management The Group’s principal financial instruments comprise interest-bearing loans and borrowings, cash and cash equivalents and other current financial assets. The Group has various other financial instruments, such as trade payables and trade receivables, which arise directly from its operations. It is the Group’s policy not to trade with financial instruments. The Group is exposed to market risk, credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability and inefficiency of the Ukrainian financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group’s senior management oversees the management of these risks and financial risk-taking activities are governed by appropriate policies and procedures so that financial risks The face values of financial assets and liabilities with a maturity of less than one year, less any estimated credit adjustments, are assumed to be their fair values. The fair value of financial liabilities is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments. are identified, measured and managed in accordance with Group policies. The policies for managing each of these risks are summarised below. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. The Group does not have significant exposure to interest rate risk as it normally borrows at fixed rates. Neither it has exposure to other price risk. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when the Group’s trade receivables and trade payables are denominated in foreign currencies) and financing activities (when interest-bearing borrowings are denominated in foreign currencies). The exchange rates for foreign currencies, in which the Group’s financial assets and liabilities were denominated, against Ukrainian hryvnia, as declared by the National Bank of Ukraine as at the dates and periods stated, were as follows: 1 January 2009 86 Russian ruble (‘RUR’) USD Euro (‘EUR’) 0.2621 7.7000 10.8555 Average for 2009 0.2465 7.7962 10.8889 31 December 2009 0.2640 7.9850 11.4489 Average for 2010 0.2614 7.9356 10.5329 31 December 2010 0.2612 7.9617 10.5731 liabilities). The sensitivity analyses have been prepared on the basis that the proportion of financial instruments in foreign currencies are all constant at 31 December 2010 and 2009. 2010 Increase/ (decrease) in basis points Effect on profit before tax Change in USD exchange rate +29.50% 27,780 Change in EUR exchange rate +27.90% 10,346 Change in RUR exchange rate +29.70% (605) Change in USD exchange rate -29.50% (27,780) Change in EUR exchange rate -27.90% (10,346) Change in RUR exchange rate -29.70% 605 2009 Increase/ (decrease) in basis points Effect on profit before tax Change in USD exchange rate +31.30% 120,145 Change in EUR exchange rate +33.10% 151,713 Change in RUR exchange rate +34.00% (186) Change in USD exchange rate -31.30% (120,145) Change in EUR exchange rate -33.10% (151,713) Change in RUR exchange rate -34.00% 186 Liquidity risk The Group analyses the aging of its assets and the maturity of its liabilities and plans its liquidity depending on the expected repayment of various instruments. The Group’s short-term and long-term liquidity needs are funded largely through cash flow from operating activities. Notes to the consolidated financial statements The following tables demonstrate the sensitivity to a reasonably possible change in the corresponding exchange rates, with all other variables held constant, of the Group’s profit before tax (due to changes in the fair value of monetary assets and The tables below show the maturity profile of the Group’s financial liabilities as at 31 December based on contractual undiscounted payments. 2010 On demand Less than 3 months 3 to 6 months 6 to 12 months Total Interest-bearing loans and borrowings 51,043 - - - 51,043 Interest accrued - - 692 - 692 Trade and other payables - 462,271 15,694 2,323 480,288 51,043 462,271 16,386 2,323 532,023 87 Closed Joint Stock Company Kyivstar G.S.M. 2009 Less than 3 months 3 to 6 months 6 to 12 months 1 to 5 years Total Interest-bearing loans and borrowings - - - 51,192 51,192 Interest accrued - 694 - - 694 Trade and other payables 547,507 19,259 1,720 - 568,486 547,507 19,953 1,720 51,192 620,372 Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily for trade receivables) and from its financing activities, including deposits with banks and financial institu- tions, foreign exchange transactions and other financial instruments. Financial instruments, which potentially expose the Group to significant concentrations of credit risk, consist principally of cash in bank, short-term deposits, other current financial assets and trade and other receivables. The Group’s maximum credit risk exposure at 31 December comprised: 2010 2009 Cash and cash equivalents 1,595,056 1,210,394 Trade and other receivables 51,735 595,702 Other current financial assets 3,349,309 - 4,996,100 1,806,096 The Group’s cash is primarily held with major reputable banks located in Ukraine. Accounts receivable are presented net of allowances. The Group does not require collateral in respect of trade receivables. Concentrations of credit risk with respect to trade receivables are limited by the fact that the Company’s customer base contains significant number of small customers, which are considered unrelated. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed for all customers requiring credit over a certain amount. Credit risk arising from financial transactions is reduced through diversification, through accepting counterparties with high credit ratings only and through defining limits on aggregated credit exposure towards each counterparty. The Group’s credit risk exposure is monitored and analysed on a case-by-case basis, and the Group’s management believes that credit risk is appropriately reflected in impairment allowances recognised against assets. As at 31 December 2010 and 2009, the ageing of the Group’s trade and other receivables and other current financial assets was as follows: Total Past due, but not impaired Neither past due, Less than Fully impaired nor impaired 30-60 days 60-90 days 30 days More than 120 days 2010 3,669,862 74,063 3,645,030 6,087 4,828 2,479 2,386 9,052 2009 595,702 76,854 541,378 48,206 2,349 389 239 3,141 Capital management The Group considers shareholders’ equity as primary capital source. Also the Group can incur debt either through shareholder loans or through external funding. 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 shareholders and benefits for other stakeholders as 88 90-120 days well as to provide financing of its operating requirements, capital expenditures and sustain the Group’s development strategy. Management monitors on a regular basis the Group’s capital structure and may adjust its capital management policies and targets following changes in its operating environment, market sentiment or its development strategy. Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Basic earnings per share for the years ended 31 December is as follows: Net profit attributable to ordinary equity holders of the parent for basic earnings Weighted average number of ordinary shares for basic earnings per share Basic earnings per share, UAH 2010 2009 3,677,880 3,685,397 10,687,389 10,687,389 344.13 344.84 Notes to the consolidated financial statements 31. Earnings per share As at 31 December 2010 and 2009 there are no potential ordinary shares. There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of issue of these consolidated financial statements. 32. Events after the reporting period (i) Reorganisation of Storm LLC Pursuant to the accession agreement referred to in Note 28, on 18 January 2011 Storm LLC transferred 4,647,127 of Kyivstar’s ordinary shares into the Company’s depository account. 89 Notes
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