UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 20-F
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE | ||
OR | |||
R | |||
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the fiscal year ended December 31, | 2010 | ||
* | |||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
OR | |||
* | |||
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number 1-14406
________________
Perusahaan Perseroan (Persero)
PT Telekomunikasi Indonesia Tbk.
(Exact name of Registrant as specified in its charter)
Telecommunications Indonesia
(a state-owned public limited liability company)
(Translation of Registrant’s name into English)
________________
Republic of Indonesia
(State or other jurisdiction of incorporation or organization)
Jalan Japati, 1
Bandung 40133
Indonesia
(62) (22) 452-1510
(62) (21) 521-5109*
(Address of Registrant’s principal executive offices)
________________
Securities registered or to be registered pursuant to Section 12(b) of the Act. | |||||||||
Title of Each class | Name of each exchange | ||||||||
on which registered | |||||||||
American Depositary Shares representing Series B Shares, par value 250 Rupiah per share | New York Stock Exchange | ||||||||
Series B Shares, par value 250 Rupiah per share | New York Stock Exchange** |
Securities registered or to be registered pursuant to Section 12(g) of the Act. None | ||||||||||
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None | ||||||||||
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: | ||||||||||
Series A Dwiwarna Share, par value 250 Rupiah per share | 1 | |||||||||
Series B Shares, par value 250 Rupiah per share | 19,669,424,779 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesR No¨ | |||||||||
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes¨ NoR | |||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YesR No¨ | |||||||||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes¨ No¨ | |||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): | |||||||||
Large accelerated filer | Accelerated filer | Non-accelerated filer |
Indicate by check mark which financial statement item the Registrant has elected to follow. Item 17¨ Item 18 R | ||||||||
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ NoR | ||||||||
* | Investor Relations Unit, | |||||||
** | The Series B Shares were registered in connection with the registration of the American Depositary Shares. The Series B Shares are not listed for trading on the New York Stock Exchange. |
TABLE OF CONTENTS
Not applicable.
Not applicable.
A. Selected Financial Data
The information set forth under the headings “Financial Highlights”Data” on pages 2 —5 – 7 and “Exchange“Additional Information – Exchange Controls” on pages 113 — 114134 – 135 in the 20082010 Annual Report furnished in the Report on Form 6-K is incorporated herein by reference.
B. Capitalization and Indebtedness
Not applicable.
C. Reason for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The information set forth under the headings “Risk“Additional Information – Risk Factors” on pages 47 — 54117 – 127 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
A. History and Development of the Company
The information set forth under the heading “Historyheadings “TELKOM Profile – History of the Company”TELKOM” on page 27; “TELKOM Profile – Significant Events in 2010” on page 28 – 29 and “Management’s Discussion and Analysis Operating and Financial Review and Prospects – Capital Expenditures” on pages 167 — 168109 – 111 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
B. Business Overview
The information set forth under the headings “Operational Overview”“Business Review,” “Network Infrastructure,” “Network Development,” “Customer Service” and “Sales, Marketing and Distribution” on pages 58 — 7552 – 65 and “Telecommunications Industry Overview”“Tariffs and Interconnection Charges” on pages 65 – 70 under the heading “Building Excellence: TELKOM’s 2008 Overview”“Telkom Business Overview;” the information set forth under the heading “TELKOM Profile – Map of Regional Operations” on page 23 and the information set forth under the headings “Regulations,” “Competition” and “Licensing” on pages 35 — 4672 – 85 under the heading “Review of the Telecommunications Industry in Indonesia” in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
C. Organizational Structure
The information set forth under the heading “Businessheadings “Organizational Structure” and Organizational Structure—Information on Subsidiaries and Associated Companies”“ Subsidiaries” on pages 169 — 17120 – 22 under the heading “TELKOM Profile” in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
D. Property, Plant and Equipment
The information set forth under the heading “Business and Organizational Structure—“TELKOM Business Overview – Property, Plant and Equipment” on page 18271 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
Not applicable.
A. Operating Results
The information set forth under the heading “Management’s Discussion and Analysis—Analysis Operating and Financial Review and Prospects – Operating Results Overview” (along with the preceding paragraph) on pages 76 — 9586 – 104 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
B. Liquidity and Capital Resources
The information set forth under the heading “Management’s Discussion and Analysis—Analysis Operating and Financial Review and Prospects - Liquidity and Capital Resources” on pages 95 — 105 – 114 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
C. Research and Development, Patents and Licenses, etc.
The information set forth under the heading “Management’s Discussion and Analysis—Analysis Operating and Financial Review and Prospects – Research and Development and Intellectual Property” on page 105114 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
D. Trend Information
The information set forth under the heading “Management’s Discussion and Analysis—Analysis Operating and Financial Review and Prospects – Trend Information”Information ” on page 105115 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
E. Off-Balance Sheet Arrangements
The information set forth under the heading “Management’s Discussion and Analysis—Analysis Operating and Financial Review and Prospects – Off Balance Sheet Arrangements” on page 105115 and Note 5048 and Note 49 to the Consolidated Financial Statements in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
1
The information set forth under the heading “Management’s Discussion and Analysis—Analysis Operating and Financial Review and Prospects – Tabular Disclosure of Contractual Obligations” on pages 105 — 106115 – 116 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
A. Directors and Senior Management
The information set forth under the headings “Compliance—Structure“The Board of GCG”Commissioners” on page 12 and “The Board of Directors” on page 17 under the heading “Report to Shareholders” and the information set forth under the headings “Board of Commissioners” on pages 122 — 136; “Corporate Data—Profile144 – 147 and “Board of the BoC”Directors” on pages 171 — 172;147 – 150 under the heading “Corporate Governance – Framework and “—Profile of the BoD” on pages 173 — 174Corporate Governance Structure” in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
B. Compensation
The information set forth under the headings “Compliance—Structure“Board of GCG—I.Commissioners – Compensation” on pages 134 — 136page 146 and “Our People: Telkom’s Excellent Resources—Competitive Remuneration”“Board of Directors – Board of Directors’ Remuneration and Allowances” on pages 156 — 157148 – 149 under the heading “Corporate Governance – Framework and Corporate Governance Structure” and the information set forth under the headings “Competitive Remuneration,” “Defined Benefit Pension Plan” and “Defined Contribution Pension Plan” on pages 36 – 37 under the heading “TELKOM’s Human Capital - A Bridge to Change – TELKOM’s HR Development” in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
C. Board Practices
The information set forth under the headings “The Board of Commissioners” on page 12 and “The Board of Directors” on page 17 under the heading “Compliance—Structure“Report to Shareholders;” the information set forth under the headings “Board of GCG—G. Board Practices”Commissioners” and “Board of Directors” on pages 132 — 133;144 – 150 under the heading “Corporate Data—Profile ofGovernance – Framework and Corporate Governance Structure” and the BoC” on pages 171 — 172; “Corporate Data—Profile ofinformation set forth under the BoD” on pages 173 — 174; “Report of Auditheadings “Audit Committee” on pages 142 — 145; “Report of the Nomination151 – 153 and “Nomination and Remuneration Committee” on pages 146 — 147; and “Reportpage 156 under the heading “Corporate Governance – Board of the Committee on Planning and Risk Assessment” on pages 148 — 150Commissioners’ Committees” in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
D. Employees
The information set forth under the heading “Human Resources Profile”headings “HR Profile – TELKOM Employees” on pages 151 — 152; “Employeepage 32 and “TELKOM’s HR Development – Employee Relations Management” on page 156; and “Additional Financial Information—Material Litigation—Employee Matters” on page 10736 under the heading “TELKOM’s Human Capital - A Bridge to Change” in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
E. Share Ownership
The information set forth under the heading “Compliance—“Corporate Governance – Framework and Corporate Governance Structure – Board of GCG—J.Directors – Share Ownership” on page 136149 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
A. Major Shareholders
The information set forth under the headings “Composition of Share Ownership” and“Shareholder Composition” on pages 42 – 43; “Relationship with the Government and Governmental Agencies” on pages 14 — 1745 – 47; “Other – Proportion of Common Stock held in Indonesia and Abroad” on page 47 and “Other – Change in Control” on page 47 under the heading “Stock Overview” in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
B. Related Party Transactions
The information set forth under the headings “Relatedheading “Stock Overview – Other – Related Party Transactions” on page 17;48 and Note 4544 to the Consolidated Financial Statements in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
C. Interest of Experts and Counsel
Not applicable.
A. Consolidated statements and other financial information
The information set forth under the heading “Consolidated Financial Statements” on pages F-1 and F-3 — F-161 and “Additional Financial Information—– F-170; “Corporate Governance – Material Litigation” on pages 107—108173 – 174 and “Stock Overview – Dividend Policy” on page 39 – 40 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
B. Significant changes
The information set forth under Note 53 to the Consolidated Financial Statements in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
A. Offer and listing details
The information set forth under the headings “Common Stock Highlights—Shareheading “Stock Overview – Trade Price Information” and “—ADS Price Information”Volume” on pages 10 — 1244 – 45 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
B. Plan of distribution
Not applicable.
C. Markets
The information set forth under the heading “Common“Stock Overview – Trading of TELKOM Stock Highlights—Markets”and ADS in 2010” on pages 12 — 1440 – 41 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
D. Selling Stockholders
Not applicable.
E. Dilution
Not applicable.
2
Not applicable.
A. Share capital
Not applicable.
B. Memorandum and Articles of Association
The information set forth under the heading “Additional Financial Information—Memorandum and“Corporate Governance – Amendment of the Articles of Association” on pages 108 — 112175 –176 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
C. Material Contracts
The information set forth under the heading “Additional Financial Information—“Corporate Governance – Material Contracts” on page 112172 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
D. Exchange Controls
The information set forth under the heading “Additional Financial Information—Information – Exchange Controls” on pages 113 — 114134 – 135 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
E. Taxation
The information set forth under the heading “Additional Financial Information—Information – Taxation” on pages 114 — 117136 – 139 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
The information set forth under the heading “Additional Financial Information—“Corporate Governance – Documents on Display” on page 117174 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
I. Subsidiary Information
Not applicable.
The information set forth under the heading “Quantitative“Additional Information – Quantitative and Qualitative Disclosure About Market Risk” on pages 54 — 57128 – 131 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
The information set forth under the heading “Stock Overview– Trading on the NYSE and LSE and Depositary Fees” on pages 41- 42 in the 2010 Annual Report contained in the Report on 6-K is incorporated herein by reference.
There are no defaults, dividenddividends arrearages and delinquencies to which this Item applies. But see the information set forth under Notes 22-23 to the Consolidated Financial Statements in the 2008 Annual Report for information on covenant defaults for which waivers have been obtained.
Not applicable.
The information set forth under the heading “Controls“Corporate Governance –Applying GCG Consistently – Controls and Procedures” on page 118pages 180 – 181 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
The information set forth under the heading “Audit“Corporate Governance – Board of Commissioners’ Committees – Audit Committee – Audit Committee Financial Expert” on page 119152 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
3
The information set forth under the heading “Code“Corporate Governance – Code of Ethics” on page 119172 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
The information set forth under the heading “Compliance—Information on Corporate Disclosure”“Corporate Governance – Internal Audit Governance – Auditor Independence” on pages 138 — 139 ; and “Principal Accountant Fees and Services” on page 119168 – 169 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
The information set forth under the heading “Exemptions“Corporate Governance – Board of Commissioners’ Committees – Audit Committee – Exemption from theU.S. Listing Standards for Audit Committees” on pages 119 — 120page 153 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
The information set forth under the heading “Purchases“Stock Overview – Others – Purchases of Equity Securities by the Issuer and Affiliated Purchasers” on pages 17 — 18page 48 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
Not applicable.
The information set forth under the heading “Summary“Additional Information – Summary of Significant Differences Between Indonesian Corporate Governance Practices and the NYSE’s Corporate Governance Standards” on pages 110 — 112132 – 133 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference.
Not applicable.
The financial information is set forth under the heading “Consolidated Financial Statements” on pages F-1 and F-3 — F-161– F-170 in the 20082010 Annual Report contained in the Report on Form 6-K is incorporated herein by reference. The audit opinion appearing on page F-2 has been prepared solely for Indonesian financial reporting purposes and is not incorporated herein by reference.
The following exhibits are filed as part of this annual report:
1.1 | Memorandum and Articles of Association of TELKOM, as amended on | |
1.2 | Acceptance Notice of Memorandum and Articles of Association of TELKOM | |
1.3 | Approval Deed Amendments Article of Association of Minister of Law and | |
2 | Not applicable | |
3 | Not applicable | |
4 | Not applicable | |
5 | Not applicable | |
6 | Earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the year, totaling 20,159,999,280 shares in 2008, 2009, and | |
7 | Not applicable | |
8 | List of subsidiaries as of December | |
9 | Not applicable | |
10 | Not applicable | |
11 | Not applicable. TELKOM intends to comply with its obligation to disclose its code of ethics by posting a copy of the Code of Ethics on its company web site at www.telkom.co.id | |
12.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of | |
12.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange act of | |
13.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of | |
13.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of | |
14 | Not applicable | |
15.1 | Consolidated Financial Statements for the years ended December 21, 2008, 2009 and 2010 and as of December 31, 2008, 2009 and 2010 (1) |
4
(1) Incorporated herein by reference to the 2010 annual report contained in the Report on Form 6-K.
SIGNATURES
5
PERUSAHAAN PERSEROAN (PERSERO)
PT TELEKOMUNIKASI INDONESIA, TBK
Jakarta, March 29, 2011
By: /s/ Rinaldi Firmansyah
Rinaldi Firmansyah
President Director/ Chief Executive Officer