PT LIPPO KARAWACI Tbk AND SUBSIDIARIES
Transcription
PT LIPPO KARAWACI Tbk AND SUBSIDIARIES
PT LIPPO KARAWACI Tbk AND SUBSIDIARIES Consolidated Financial Statements For the 9 (nine) Months Ended September 30, 2011 (Unaudited) These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of September 30, 2011 and December 31, 2010 (Expressed In Full Rupiah, Unless Otherwise Stated) ASSETS Cash and Cash Equivalent Investments Trade Accounts Receivable Third Parties (Net of allowance for doubtful accounts of Rp 44,473,774,184 and Rp 44,734,119,179 as of September 30, 2011 and December 31, 2010, respectively) Related Parties Other Accounts Receivable (Net of allowance for doubtful accounts of Rp 6,353,293,962 as of September 30, 2011 and December 31, 2010, respectively) Inventories (Net of allowance for decline in inventories value of Rp 39,505,683 as of September 30, 2011 and December 31, 2010, respectively) Prepaid Taxes and Expenses Advances Due from Related Parties (Net of allowance for doubtful accounts of Rp 12,004,700,338 and Rp 12,255,328,472 as of September 30, 2011 and December 31, 2010, respectively) Deferred Tax Assets - Net Land for Development Investment Properties (Net of accumulated depreciation of Rp 64,248,997,348 and 46,246,106,530 as of September 30, 2011 and December 31, 2010, respectively) Property and Equipment (Net of accumulated depreciation of Rp 943,657,303,226 and Rp 808,428,507,527 as of September 30, 2011 and December 31, 2010, respectively) Intangible Assets (Net of accumulated amortization of Rp 140,473,466,289 and Rp 134,504,453,123 as of September 30, 2011 and December 31, 2010, respectively) Other Assets Notes September 30, 2011 Rp December 31, 2010 Rp 2,913,963,459,607 2,034,646,826,573 3,660,087,191,120 534,223,727,332 567,182,238,619 656,604,474,581 2,186,188,435 154,452,880,712 5,083,171,699 141,624,955,538 7,993,965,436,548 7,068,539,007,802 2.i, 2.l, 2.u 8 2.f, 2.x, 9, 37 388,094,317,145 655,849,432,732 8,952,482,995 255,637,355,778 699,295,415,957 9,373,247,862 2.u, 17.b 2.h, 2.m, 10 2.j, 2.l, 2.n, 11 70,082,434,233 970,342,634,081 502,913,258,414 72,636,806,041 953,759,187,924 517,985,863,654 2.k, 2.l, 2.n, 12 1,502,649,991,088 1,206,374,544,429 2.o, 13 382,689,135,392 104,623,556,841 2.c, 2.x, 14, 33.a, 35, 37 475,368,774,071 269,536,413,368 18,623,339,490,645 16,155,384,919,926 2.c, 2.d, 2.x, 3, 35, 37 2.c, 2.e, 2.x, 4, 9, 35, 37 2.c, 2.g, 2.x, 5, 35, 37 2.f, 9 2.c, 2.g, 2.s, 2.x, 6, 33.c 35, 37 2.h, 2.m, 7 TOTAL ASSETS See the Accompanying Notes which are an integral part of these Consolidated Financial Statements. Final Draft - 11/4/2011 3:15:35 PM 1 paraf: These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Continued) As of September 30, 2011 and December 31, 2010 (Expressed In Full Rupiah, Unless Otherwise Stated) LIABILITIES AND EQUITY LIABILITIES Loans Third Parties Trade Accounts Payable Third Parties Related Party Other Accounts Payable Accrued Expenses Taxes Payable Advance from Customers Customer Deposit Deferred Income Obligations Under Finance Lease Due to Related Parties Deferred Gain on Sale and Leaseback Transactions Estimated Liabilities on Employees’ Benefits Total Liabilities EQUITY Equity attributable to the owners of parent Capital Stock Par Value of Rp 100 per share Authorized Capital - 64,000,000,000 shares Issued and Fully Paid - 23,077,689,619 and 21,627,689,619 shares as of September 30, 2011 and December 31, 2010 Additional Paid in Capital - Net Difference in Value from Restructuring Transactions between Entities Under Common Control - Net Unrealized Gain on Changes in Fair Value of Available-for-Sale Financial Assets Difference from Foreign Currency Translations Retained Earnings Appropriated Unappropriated Notes September 30, 2011 Rp December 31, 2010 Rp 3,726,462,387,258 3,375,862,742,114 243,971,597,381 8,224,775,691 87,402,704,518 265,820,833,435 9,710,280,000 194,951,414,425 581,301,159,041 189,128,508,739 2,240,359,297,684 32,883,585,344 893,806,343,719 7,639,664,612 644,441,557,991 117,089,448,839 8,772,711,030,817 487,353,660,423 202,293,996,406 1,678,589,772,974 27,417,395,136 910,929,546,289 3,860,271 10,307,468,479 695,637,180,197 117,089,448,839 7,975,967,598,988 2,307,768,961,900 4,045,608,998,297 2,162,768,961,900 3,244,737,189,310 2.b, 2.r, 24 19,535,347,265 19,535,347,265 2.e, 2.x, 4.a, 25, 37 2.c 136,481,454,726 2,763,005,572 25,583,562,051 3,281,827,017 4,000,000,000 2,776,128,547,083 9,292,286,314,843 558,342,144,985 9,850,628,459,828 4,000,000,000 2,250,001,459,123 7,709,908,346,666 469,508,974,272 8,179,417,320,938 18,623,339,490,645 16,155,384,919,926 2.c,2.m,2.p, 2.s, 2.x, 15, 35, 37 2.c, 2.x, 35, 37 2.f, 9 2.c, 2.x, 35, 37 2.c, 2.t, 2.x, 16, 33.c, 35, 37 2.u, 17.c 2.t, 2.x, 18, 37 2.x, 37 2.f, 2.t, 9, 19 2.l 2.f, 2.x, 9, 37 2.l, 20, 33.b 2.q, 21 22 23 Non-controlling Interest Total Equity 2.b TOTAL LIABILITIES AND EQUITY See the Accompanying Notes which are an integral part of these Consolidated Financial Statements. Final Draft - 11/4/2011 3:15:35 PM 2 paraf: These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the 9 (nine) Months Ended September 30, 2011 and 2010 (Expressed In Full Rupiah, Unless Otherwise Stated) Notes September 30, 2011 Rp September 30, 2010 Rp 2.f, 2.t, 9, 27 2,907,182,360,910 2,228,517,881,291 2.t, 28 1,646,288,641,478 1,205,169,815,817 1,260,893,719,432 1,023,348,065,474 (166,764,309,851) (470,827,729,888) 81,557,218,735 17,942,308,679 24,999,644 (7,720,147,656) (33,928,652,044) 18,056,457,939 2,872,604,195 (125,178,756,799) (444,424,134,167) 88,240,305,208 (32,430,070,507) 231,012,442 (3,066,538,692) (34,925,161,837) (748,958,167) 5,457,418,057 702,106,469,185 476,503,181,012 (129,734,934,076) (2,554,371,808) (132,289,305,884) (88,802,303,534) 11,264,226,509 (77,538,077,025) PROFIT FOR THE PERIOD 569,817,163,301 398,965,103,987 OTHER COMPREHENSIVE INCOME, NET OF TAX: Unrealized Gain on Changes in Fair Value of Available-for-Sale Financial Assets Adjustment on Adoption of PSAK No. 22 (revised 2010) Difference from Foreign Currency Translations Total Other Comprehensive Income, Net of Tax 110,897,892,675 45,143,095,372 (518,821,445) 155,522,166,602 22,158,809,932 -2,697,098,992 24,855,908,924 Total Comprehensive Income For The Period 725,339,329,903 423,821,012,911 Profit Attributable to: Owners of Parent Company Non-controlling Interest 480,983,992,588 88,833,170,713 348,662,816,271 50,302,287,716 569,817,163,301 398,965,103,987 636,506,159,190 88,833,170,713 373,518,725,195 50,302,287,716 725,339,329,903 423,821,012,911 21.62 20.15 NET SALES, SERVICES AND OTHER REVENUES COST OF SALES AND SERVICES GROSS PROFIT Distribution Expenses General and Administrative Gain on Foreign Exchange - Net Interest Income (Expense) - Net Gain on Disposal of Property and Equipment Penalties Expenses - Net Amortization Expenses - Net Others - Net Equity in Net Earning of Associates 2.t, 29.a 2.t, 29.b 2.c 31 2.k, 12 30 2.l, 2.o, 2.x 2.e, 2.x, 4.b INCOME BEFORE INCOME TAX EXPENSE 2.u, 17.a INCOME TAX (EXPENSE) BENEFIT Current Deferred Total Income Tax Expense 2.b Comprehensive Income Attributable to: Owners of Parent Company Non-controlling Interest 2.b BASIC EARNINGS PER SHARE 2.v, 32 See the Accompanying Notes which are an integral part of these Consolidated Financial Statements. Final Draft - 11/4/2011 3:15:35 PM 3 paraf: These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the 9 (nine) Months Ended September 30, 2011 and 2010 (Expressed In Full Rupiah, Unless Otherwise Stated) Notes Issued and Fully Paid in Capital Rp 1,730,215,169,500 1,304,222,206,548 BALANCE AS OF DECEMBER 31, 2009 Unrealized Gain on Changes in Fair Value of Available-for-Sale Financial Assets Additional Paid Difference in Value Unrealized Gain on in Capital - Net from Restructuring Transactions Changes in Fair between Value of Entities Under Available-forCommon Control- Sale Financial Net Assets Rp Rp Rp 19,535,347,265 58,597,260,712 Difference from Foreign Currency Translations Retained Earnings Rp Total Non-controlling Interest Total Equity Rp Rp Appropriated Unappropriated Rp Rp Rp (3,814,354,758) 3,000,000,000 1,775,485,869,998 4,887,241,499,265 401,690,095,653 5,288,931,594,918 2.e, 2.x, 4.a -- -- -- 22,158,809,932 -- -- -- 22,158,809,932 -- 22,158,809,932 Difference from Foreign Currency Translations 2.c -- -- -- -- 2,697,098,992 -- -- 2,697,098,992 -- 2,697,098,992 Reserved Fund 26 -- -- -- -- -- 1,000,000,000 (1,000,000,000) -- -- -- -- -- -- -- -- -- 348,662,816,271 348,662,816,271 50,302,287,716 398,965,103,987 BALANCE AS OF SEPTEMBER 30, 2010 1,730,215,169,500 1,304,222,206,548 19,535,347,265 80,756,070,644 (1,117,255,766) 4,000,000,000 2,123,148,686,269 5,260,760,224,460 451,992,383,369 5,712,752,607,829 BALANCE AS OF DECEMBER 31, 2010 2,162,768,961,900 3,244,737,189,310 19,535,347,265 25,583,562,051 3,281,827,017 4,000,000,000 2,250,001,459,123 7,709,908,346,666 469,508,974,272 8,179,417,320,938 Net Income Unrealized Gain on Changes in Fair Value of Available-for-Sale Financial Assets 2.e, 2.x, 4.a -- -- -- 110,897,892,675 -- -- -- 110,897,892,675 -- 110,897,892,675 23 -- (10,359,123,161) -- -- -- -- -- (10,359,123,161) -- (10,359,123,161) 145,000,000,000 811,230,932,148 -- -- -- -- -- 956,230,932,148 -- 956,230,932,148 -- -- -- -- -- -- 45,143,095,372 45,143,095,372 -- 45,143,095,372 -- -- -- -- (518,821,445) -- -- (518,821,445) -- (518,821,445) -- -- -- -- -- -- 480,983,992,588 480,983,992,588 88,833,170,713 569,817,163,301 2,307,768,961,900 4,045,608,998,297 19,535,347,265 136,481,454,726 2,763,005,572 4,000,000,000 2,776,128,547,083 9,292,286,314,843 558,342,144,985 9,850,628,459,828 Limited Public Offering III - Net Non Preemptive Rights Issuance 22, 23 Adjustment on Adoption of PSAK No. 22 (revised 2010) Difference from Foreign Currency Translations 2.c Net Income BALANCE AS OF SEPTEMBER 30, 2011 See the Accompanying Notes which are an integral part of these Consolidated Financial Statements. Final Draft - 11/4/2011 3:15:35 PM 4 Paraf: These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the 9 (nine) Months Ended September 30, 2011 and 2010 (Expressed In Full Rupiah, Unless Otherwise Stated) September 30, 2011 September 30, 2010 Rp Rp CASH FLOWS FROM OPERATING ACTIVITIES Collection from Customers Payment to Suppliers and Third Parties Payment to Employees Cash Provided from Operations Interest Payments - Net Taxes Payment Net Cash Flows Used in Operating Activities 3,587,297,385,195 (3,109,963,086,412) (289,208,170,713) 188,126,128,070 (130,270,976,071) (368,266,841,065) (310,411,689,066) 2,073,391,374,687 (2,248,838,831,275) (262,310,473,179) (437,757,929,767) (334,608,331,211) (264,180,140,923) (1,036,546,401,901) CASH FLOWS FROM INVESTING ACTIVITIES Dividend Receipt Redemption of Promissory Note Proceeds from Disposal of Property and Equipment Placement of Restricted Funds Acquisition of Property and Equipment and Investment Properties Placement of Investments Net Cash Flows Used in Investing Activities 27,556,668,856 4,495,500,000 1,484,439,757 (56,436,845,938) (260,428,253,428) (1,397,967,124,362) (1,681,295,615,115) 27,834,806,689 9,400,000,000 336,923,048 (19,627,144,204) (138,062,938,606) -(120,118,353,073) CASH FLOWS FROM FINANCING ACTIVITIES Non Preemptive Rights Issuance Net Proceed from Bond Issuance Cash Received from (Paid to) Related Parties Repayment of Loans Net Cash Flows Provided by Financing Activities 957,000,000,000 568,970,232,006 (1,996,410,866) (254,622,201,824) 1,269,351,619,316 -721,760,391,601 1,338,782,928 (43,707,341,696) 679,391,832,833 NET DECREASE IN CASH AND CASH EQUIVALENT (722,355,684,865) (477,272,922,141) (23,768,046,648) (45,933,502,686) BEGINNING BALANCE OF CASH AND CASH EQUIVALENT 3,660,087,191,120 1,533,259,921,843 ENDING BALANCE OF CASH AND CASH EQUIVALENT 2,913,963,459,607 1,010,053,497,016 Cash and Cash Equivalent at the End of the Period consist of: Cash on Hand Cash in Banks Time Deposits 3,865,950,443 462,604,007,084 2,447,493,502,080 4,652,235,240 191,022,079,901 814,379,181,875 2,913,963,459,607 1,010,053,497,016 Effect of Foreign Exchanges on Cash and Cash Equivalent at the End of the Period Total See the Accompanying Notes which are an integral part of these Consolidated Financial Statements. Final Draft - 11/4/2011 3:15:35 PM 5 Paraf: These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 1. General 1.a. The Company’s Establishment PT Lippo Karawaci Tbk (the Company) was established under the name of PT Tunggal Reksakencana on October 15, 1990 based on Deed of Establishment No. 233, made in presence of Misahardi Wilamarta, S.H., a notary in Jakarta. The deed of establishment was approved by the Minister of Justice of the Republic Indonesia in his Decree No. C2-6974.HT.01.01.TH.91 dated November 22, 1991 and published in the State Gazette No. 62, Supplement No. 3593 on August 4, 1992. The Company’s article of association have been amended several times, the latest by the Deed of Extraordinary General Meeting of Shareholders Resolution No. 19 dated May 31, 2011, made in presence of Unita Christina Winata, S.H., a notary in Tangerang, concerning the increase of the Company’s issued and fully paid capital, the changes of the Company's scope of activities. The deed was received and recorded by the Minister of Law and Human Rights of the Republic of Indonesia in his letter No. AHU-AH.01.10-16825 dated June 1, 2011. In accordance with article 3 of the Company’s articles of association, the Company’s scope of activities include real estate, urban development, land purchasing and clearing, land cut and fill, land development and excavation; infrastructure development; planning, developing, leasing, selling, and managing of buildings, houses, offices and industrial estates, hotels, hospitals, commercial centers, sports centers as well as supporting infrastructure, including but not limited to golf courses, club houses, restaurants, other entertainment centers, medical laboratories, medical pharmacies and related facilities, directly or by investment or capital divestment; build and operate environment infrastructure, build and manage public facilities as well as accommodation services, operating activities in services consisting of public transportation, security services and other supporting services, except for legal and taxation services. As at the reporting date, the main activities of the Company are conducting businesses related to Urban Development, Large Scale Integrated Development, Retail Malls, Healthcare, Hospitality and Infrastructure, and Property and Portfolio Management. The Company is domiciled in 7 Boulevard Palem Raya # 22-23, Menara Matahari, Lippo Karawaci Central, Tangerang 15811, Banten - Indonesia. 1.b. The Company’s Public Stock Offering The Company’s initial public offering of 30,800,000 shares was declared effective by the Chairman of Capital Market and Financial Institution Supervisory Agency (Bapepam-LK) (formerly Capital Market Supervisory Board) in his Decree No. S-878/PM/1996 dated June 3, 1996, and was listed at Indonesia Stock Exchange on June 28, 1996. Subsequently, the Company offered 607,796,000 shares to its existing stockholders through Limited Public Offering I, as approved by the Decree of the Chairman of Bapepam-LK in his letter No. S-2969/PM/1997 dated December 30, 1997. These shares were listed in Indonesia Stock Exchange on January 16, 1998. On July 30, 2004, the Company acquired and merged with several companies. As part of the merger, the Company issued 1,063,275,250 new shares, and then the Company’s total outstanding shares became 2,050,943,750 shares. The increase of authorized, issued and fully paid capital was approved by the Minister of Law and Human Rights of the Republic of Indonesia in his Decree No. C-19039.HT.01.04.Th.04 dated July 30, 2004. 6 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) In 2004, the Company offered 881,905,813 common shares at par value of Rp 500 to the shareholders through Limited Public Offering II in connection with Preemptive Rights Issuance and issued 529,143,440 Warrants Series I as a compliment to shareholders that exercised their rights in the Limited Public Offering II. This offering was approved by the Decree of the Chairman of Bapepam-LK in his Letter No. S-3357/PM/2004 dated October 29, 2004. These shares were listed in Indonesia Stock Exchange on January 20, 2005. On July 28, 2006, the Company exercised stock split from one share to two shares. The outstanding shares as of December 31, 2006 were 5,871,017,072 shares and have been listed in Indonesia Stock Exchange. On December 26, 2007, the Company exercised stock split from Rp 250 per share to Rp 100 per share. The outstanding shares as of December 31, 2007 were 17,302,151,695 shares and have been listed in Indonesia Stock Exchange. Based on Deed of Extraordinary General Meeting of Shareholders (EGMS) Resolution No. 02 dated May 3, 2010 made in presence of Unita Christina Winata, S.H., a notary in Tangerang, as amended by the Deed of EGMS Resolution No. 13 dated March 9, 2011 made in presence of same notary, the shareholders approved issuance of new shares in connection with Non Preemptive Rights Issuance (PRI) with maximum 10% of paid-in capital or 2,162,768,961 shares. This Non PRI can be exercised all at once or partially in 2 years after the approval of EGMS. On June 6, 2011, 1,450,000,000 shares was issued. In December 2010, the Company offered 4,325,537,924 common shares at par value of Rp 100 to the shareholders through Limited Public Offering III. This offering has received an effective notice of registration statement through the letter of the Chairman of Bapepam-LK No. S-10674/BL/2010, dated November 29, 2010 and was approved by the shareholder through a resolution of the EGM on same date. On December 29, 2010 these shares were listed in Indonesia Stock Exchange. 1.c. The Company’s Structure The Company has ownership of more than 50%, either direct or indirectly, of the following subsidiaries: Total Assets Subsidiary Lippo Karawaci Finance B. V. Sigma Capital Pte Ltd dan Subsidiary Sigma Trillium Pte Ltd Lippo Karawaci Corporation Pte. Ltd. and Subsidiaries LK Reit Management Pte. Ltd. and Subsidiary Bowsprit Capital Corp. Ltd. Jesselton Investment Ltd. and Subsidiaries Domicile Netherlands Singapore Singapore Singapore Singapore Singapore Malaysia Peninsula Investment Ltd. and Subsidiary Malaysia Lippo Mappletree Indonesia RTM Ltd Singapore PT Primakreasi Propertindo and Subsidiaries PT Mujur Sakti Graha and Subsidiaries PT Surplus Multi Makmur and Subsidiary PT Arta Sarana Tangerang Tangerang Jakarta Bandung PT PuriParagon Tangerang PT Menara Tirta Indah (formerly PT PluitParagon Mall) Tangerang PT BaliParagon Mall Tangerang PT Kuta BeachParagon and Subsidiaries Tangerang Main Business Activity Investment, Trading and Services Investment Trading Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Real Estate Real Estate Real Estate Investment, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services 7 Ownership Percentage Directly Ownership Percentage Indirectly Year of Operation Started September 30, 2011 December 31, 2010 Rp Rp 100.00% -- 2006 21,340,137,030 632,579,344,913 100.00% -100.00% -100.00% -- ---- 3,591,008,970,827 3,785,349,279,797 98,886,188,585 2,476,049,606,236 2,480,608,298,041 79,187,319,423 -- 100.00% -- 98,886,195,381 79,224,388,113 -- 80.00% 2006 98,886,188,585 79,224,381,132 100.00% -- -- 321,298,211,614 124,035,378,178 -- 100.00% -- 321,298,220,437 124,035,387,169 -- 60.00% 2007 148,420,995,917 123,917,428,178 100.00% ---- -99.83% 90.00% 81.00% ----- 1,554,955,100,102 65,012,165,407 16,164,401,906 41,311,351,360 1,457,840,502,027 65,094,751,048 22,073,769,891 42,233,313,149 -- 99.83% -- 586,015,942 587,202,942 -- 99.83% -- 571,818,942 587,672,942 -- 99.83% -- 586,003,941 587,677,941 -- 99.83% -- 143,932,188,257 103,637,536,035 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Subsidiary PT Graha Buana Utama and Subsidiaries PT Berkat Langgeng Jaya and Subsidiary PT Pamor Paramita Utama Main Business Activity Ownership Percentage Directly Ownership Percentage Indirectly Year of Operation Started Tangerang Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Services Development and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Real Estate Development, Trading and Services Real Estate Real Estate Development, Trading and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Real Estate Real Estate Real Estate -- 99.83% -- 127,140,081,764 102,663,055,542 -- 99.83% -- 127,101,501,264 102,624,475,042 -- 80.02% -- 116,717,022,839 92,239,996,617 -- 99.83% -- 501,711,012 587,677,941 -- 99.83% -- 4,464,107,725 587,672,941 -- 99.83% -- -- 587,677,941 -- 99.83% -- 571,786,441 587,672,941 -- 99.83% -- 4,217,038,541 1,207,258,295 -- 99.83% -- 3,783,378,678 582,772,941 -- 99.83% -- 5,000,924,000 5,001,945,000 -- 99.83% -- 10,000,924,000 10,001,945,000 -- 99.83% -- 10,002,571,000 10,001,945,000 -- 99.83% -- 5,002,571,000 5,001,945,000 --- 99.83% 99.83% --- 276,789,935,495 276,045,200,546 283,592,670,223 282,851,627,569 -- 99.83% -- 154,332,040,438 169,332,075,861 -- 99.83% -- 593,000,000 594,548,000 -- 99.83% -- 600,000,000 600,000,000 --- 99.83% 100.00% 2003 -- 1,124,481,974,982 3,985,109,782 1,001,295,265,806 2,185,114,678 ---- 99.83% 99.83% 100.00% ---- 575,123,250 577,623,000 600,000,000 577,444,250 578,147,000 -- -- 100.00% -- 600,000,000 -- -- 100.00% -- 600,000,000 -- -- 100.00% -- 600,000,000 -- 100.00% --- -100.00% 100.00% --1997 3,499,339,221,536 571,365,542 320,175,920,901 2,049,794,325,694 572,637,542 308,795,832,869 -- 100.00% 2001 88,192,232,467 56,832,112,554 --- 52.70% 42.16% 1997 2001 117,830,119,849 25,383,310 114,275,570,952 30,825,310 ------------ 100.00% 99.98% 99.98% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% -2002 1995 1994 1994 1994 1994 1994 --1994 242,263,251,968 211,861,560,074 116,023,089,074 76,332,700,590 23,234,472,605 8,778,813,567 7,206,672,381 1,974,994,891 50,000,000 50,000,000 89,231,373,799 224,753,019,752 194,323,576,784 131,875,246,423 75,343,212,255 23,234,895,364 8,778,623,151 7,206,481,631 1,974,804,141 50,000,000 50,000,000 81,281,303,685 --- 100.00% 100.00% -1999 33,319,136,392 131,965,138,434 33,316,901,392 117,291,870,668 ---------- 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 1998 ---1998 1994 ---- 9,896,155,741 18,713,152,546 20,286,497,984 15,741,216,158 714,765,952 401,005,019 475,549,000 2,546,771,804 73,527,198 10,229,072,988 18,631,139,118 20,286,871,984 15,741,785,860 714,765,952 501,493,395 479,137,000 2,473,198,654 91,219,153 Tangerang Jakarta PT Titian Semesta Raya (formerly PT PejatenParagon Mall) Tangerang PT Tatabangun Nusantara (formerly PT CibuburParagon Mall) Tangerang PT PalembangParagon Mall Tangerang PT Tirtasari Kencana (formerly PT MedanParagon Mall) Tangerang PT Multiguna Selaras Maju (formerly PT BogorParagon Mall) Tangerang PT Lintas Lautan Cemerlang (formerly PT ThamrinParagon Mall) Tangerang PT SurabayaParagon Mall Tangerang PT SemarangParagon Mall Tangerang PT LampungParagon Mall Tangerang PT PontianakParagon Mall Tangerang PT Graha Solusi Mandiri and Subsidiaries PT Wijaya Wisesa Propertindo and Subsidiary PT Simpruk Arteri Realti Jakarta Jakarta Jakarta PT Kharisma Ekacipta Persada Tangerang PT Cipta Mahakarya Gemilang Tangerang PT Mandiri Cipta Gemilang PT Jaya Makmur Bersama Jakarta Jakarta PT Grand Villa Persada PT Mega Proyek Pertiwi PT Sinar Surya Timur Tangerang Tangerang Tangerang PT Karyabersama Jaya Tangerang PT Bayutama Sukses Tangerang PT Manunggal Utama Makmur Tangerang PT Sentra Dwimandiri and Subsidiaries PT Prudential Development PT Muliasentosa Dinamika (has 4.48% ownership in PT Lippo Cikarang Tbk) PT Sentra Realtindo Development (has 4.62% ownership in PT Lippo Cikarang Tbk) and Subsidiaries PT Darma Sarana Nusa Pratama and Subsidiary PT Tata Mandiri Daerah Villa Permata Total Assets September 30, 2011 December 31, 2010 Domicile Jakarta Jakarta Tangerang Tangerang Tangerang Tangerang PT Golden Pradamas and Subsidiaries PT Mulia Bangun Semesta and Subsidiary PT Villa Permata Cibodas PT Puncak Resort International and Subsidiaries PT Sentosa Seksama PT Purimegah Swarga Buana PT Adigraha Rancang Sempurna PT Pesanggrahan Suripermata Agung PT Dona Indo Prima PT Sukmaprima Sejahtera PT Sentra Asritama Realty Development Tangerang Jakarta Tangerang Cianjur Cianjur Cianjur Cianjur Cianjur Cianjur Cianjur Tangerang PT Sentragraha Mandiri PT Tata Mandiri Daerah Lippo Karawaci Tangerang Tangerang PT Saptapersada Jagatnusa PT Sejatijaya Selaras PT Surya Makmur Alam Persada PT Bahtera Pratama Wirasakti PT Sentra Office Realty PT Dinamika Intertrans PT Imperial Karawaci Golf PT Agung Sepadan PT Prudential Townhouse Development Tangerang Jakarta Jakarta Jakarta Tangerang Tangerang Tangerang Tangerang Jakarta Home Improvement Real Estate Town Management Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Installation and Water Treatment Real Estate Town Management Bowling Real Estate Real Estate Real Estate Building Management Transportation Golf Real Estate Real Estate 8 Rp Rp These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Subsidiary PT Wahana Tatabangun Cemerlang Matahari PT Wahana Tatabangun Cemerlang PT Paragon City PT Bangun Karya Semesta Main Business Activity Ownership Percentage Directly Ownership Percentage Indirectly Year of Operation Started Jakarta Jakarta Tangerang Real Estate Real Estate Real Estate and Trading Development, and Services Trading, Development and Services Investment and Trading Construction and Services Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Investment, Trading and Services Trading Trading Investment ---- 100.00% 100.00% 100.00% ---- 17,230,808 17,850,066 7,159,917,926 17,754,808 18,624,066 7,501,935,126 -- 100.00% -- 2,500,000,000 -- -- 100.00% -- -- 100.00% 2006 -- 100.00% -- Jakarta PT Padang Indah City Tangerang Bridgewater International Ltd Seychelles PT Lippo Karawaci Infrastructure & Utilitas Division Tangerang Brightlink Capital Pte. Ltd. Evodia Strategic Investment Ltd. and Subsidiaries Great Capital Pte. Ltd. and Subsidiary Key Capital Pte. Ltd. Globalink Investments Pte. Ltd. and Subsidiary Fortuna Capital Pte. Ltd. Sagacity Investments Pte. Ltd. and Subsidiary Maxi Magna Investments Pte. Ltd. Total Assets September 30, 2011 December 31, 2010 Domicile Malaysia Malaysia Singapore Singapore Singapore Singapore Singapore Singapore Rp Rp 2,000,000,000 -- 2,652,456,772,078 1,214,423,387,202 -- 232,735,000 233,199,000 100.00% -- 65,521,880,316 66,859,401,774 -- 100.00% -- 81,562,344 150,429,533 -- 100.00% -- 40,782,796 75,216,435 -- 100.00% -- 20,394,796 37,611,708 -- 100.00% -- 40,782,796 75,216,435 -- 100.00% -- 20,394,796 37,611,708 -- 100.00% -- 6,796 -- -- 100.00% -- 6,796 -- ---- 100.00% 100.00% 100.00% ---- 6,790,208,086 17,194 17,194 6,790,208,086 16,930 17,982 Pan Asian Investment Ltd. and Subsidiary Crowmwell Investment Ltd. Indigo Investment Fund Ltd. Vanuatu Vanuatu Cook Island Banksia Holdings Ltd. Cook Island Trading -- 100.00% -- 8,597 8,991 Jakarta Jakarta Tangerang Services Trading Development, Trading and Services Real Estate Real Estate Real Estate Trading Trading 100.00% --- -100.00% 100.00% ---- 3,637,759,923,574 111,840,000 1,304,999,840,864 3,635,476,380,002 113,758,250 1,222,664,290,150 ------ 92.00% 92.00% 92.00% 100.00% 100.00% -2005 ---- 1,304,925,721,280 1,418,474,423,637 61,989,596,347 238,262,079,127 233,344,887,536 1,222,588,508,657 1,165,467,237,362 58,359,253,960 236,147,769,530 231,229,807,461 ---------- 100.00% 100.00% 80.00% 72.00% 100.00% 100.00% 95.00% 94.68% 100.00% 1992* 1993* ---1994* -2004 -- 285,366,630 580,192,194 2,181,487,119 -72,770,775,347 72,752,263,043 133,915,626,920 220,932,516,023 114,663,632,384 294,850,466 631,364,667 5,750,735 3,329,600 73,447,484,301 73,428,299,001 256,072,204,309 223,585,477,468 131,624,957,928 Jakarta Jakarta Makassar Trading Services Services Services Trading Trading and Services Trading and Services Real Estate Accommodation Services Trading and Services Trading and Services Real Estate ---- 100.00% 100.00% 100.00% --2002 84,282,010,329 1,354,005,582 77,347,987,358 76,903,130,556 1,370,068,764 70,787,135,544 Makassar Jakarta Jakarta Jakarta Jakarta Tangerang Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Trading and Services Services Trading Real Estate Trading Trading and Services Services Trading Trading Real Estate Services Trading Trading Services Real Estate Real Estate Hotel and Tourism ------------------ 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 80.00% 80.00% 80.00% 2002 2003 ---1992* 1998* --2004 ---2005 -2005 -- 156,703,239 6,919,809,937 113,727,148,103 131,498,876,702 24,116,420 2,456,306,504 358,769,391 79,301,979 240,455,179,684 240,455,179,684 -4,675,000 275,710,569,609 275,540,994,454 124,915,497,582 124,954,185,082 10,669,495,374 198,082,657 18,115,009,413 127,241,295,095 127,241,295,095 24,890,420 2,468,975,084 369,814,852 79,786,676 242,918,229,385 242,918,229,385 -5,199,000 278,042,663,904 277,952,759,699 88,698,163,627 88,731,137,627 10,096,848,000 Jakarta Jakarta Services Real Estate and Urban Development --- 80.00% 80.00% --- 22,248,618,002 15,493,403,200 1,550,275,017 495,000,000 PT Wisma Jatim Propertindo and Subsidiaries PT Maharama Sakti PT KemangParagon Mall and Subsidiaries PT Wahana Usaha Makmur and Subsidiaries PT Almaron Perkasa PT Adhi Utama Dinamika PT Lipposindo Abadi and Subsidiaries PT Kemuning Satiatama (has 42.20% ownership in PT Lippo Cikarang Tbk) and Subsidiaries PT Megachandra Karyalestari PT Prudential Apartment Development PT Sentra Kharisma Indah and Subsidiary PT. Sentra Goldhill Bussinesspark PT Carakatama Dirgantara and Subsidiary PT Prudential Hotel Development PT Ariasindo Sejati and Subsidiaries PT Unitech Prima Indah and Subsidiary PT Karya Cipta Pesona PT Metropolitan Leisure Corporation and Subsidiaries PT Kurniasindo Sejahtera PT Graha Tata Cemerlang Makassar (has 0.34% ownership in PT Lippo Cikarang Tbk) PT Guna Tata Carakatama PT Lippo Land Cahaya Indonesia PT Lipposindo and Subsidiary PT Pendopo Niaga PT Larasati Anugerah PT Bathara Brahma Sakti PT Realty Limaribu PT Dwisindo Jaya PT Lippo Vacation and Subsidiary PT Jagat Pertala Nusantara PT Wisma Sumut Propertindo PT Mulia Mukti Persada Perkasa PT Kemang Village and Subsidiaries PT Menara Bhumimegah and Subsidiaries PT Jaya Usaha Prima and Subsidiaries PT Persada Mandiri Abadi and Subsidiaries PT Kemang Village Management (formerly PT Pesona Indah Lestari) PT Prima Aman Sarana PT Kemang Multi Sarana Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Tangerang Jakarta Jakarta Medan 9 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Total Assets Subsidiary PT Menara Perkasa Megah and Subsidiaries PT Pelangi Cahaya Intan Makmur and Subsidiaries PT Surya Mitra Jaya and Subsidiary PT Citra Harapan Baru Domicile Jakarta Sidoarjo Sidoarjo Surabaya PT Niaga Utama PT Mitra Kasih Karunia PT Kreasi Megatama Gemilang and Subsidiary Jakarta Jakarta Tangerang PT Consulting & Management Service Division and Subsidary PT Kreasi Gemilang Perkasa (formerly PT BatamParagon Mall) PT Saputra Karya Tangerang Tangerang PT Grand Provita and Subsidiary PT Grand Prima Propertindo PT Pacific Sejahtera PT Satriamandiri Idola Utama PT Mahakaya Abadi PT Persada Mandiri Dunia Niaga and Subsidiaries PT Gapura Sakti Prima and Subsidiaries PT Menara Megah Tunggal and Subsidiary PT Trias Mitra Investama PT Permata Agung Propertindo PT Kencana Mitra Lestari Tangerang Tangerang Tangerang Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta Jakarta PT Direct Power and Subsidiaries PT Mitra Mulia Kreasi and Subsidiary PT Bellanova Country Mall PT Sarana Global Multindo and Subsidiaries Jakarta Jakarta Jakarta Bogor Jakarta PT Guna Sejahtera Karya and Subsidiaries Jakarta PT Citra Sentosa Raya and Subsidiaries Jakarta PT Gading Nusa Utama Rosenet Limited and Subsidiaries Seapejaten Pte. Ltd. and Subsidiary PT Panca Permata Pejaten Continental Investment Ltd. PT Sandiego Hills Memorial Park and Subsidiary PT Pengelola Memorial Park (formerly PT RiauParagon Mall) PT CB Commercial Jakarta British Virgin Island Singapore Jakarta Malaysia Tangerang Tangerang Tangerang Main Business Activity Ownership Percentage Directly Ownership Percentage Indirectly Year of Operation Started Real Estate and Urban Development Trading Trading and Services Accommodation Services -- 100.00% 2005 411,054,897,820 416,908,133,063 ---- 85.00% 85.01% 99.99% -2005 -- 413,775,594,873 413,874,844,373 2,000,000,000 419,628,357,708 419,931,340,307 2,000,000,000 Trading Real Estate Development, Industry, Agribusiness, Transportation, Trading and Services Services Development, Trading and Services Real Estate and Urban Development Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Development, Transportation Trading and Services Trading, Real Estate, Industry, Printing, Agribusiness, Transportation and Services Development, Industry, Mining, Agribusiness, Transportation Trading and Services Development, Transportation Trading and Services Development, Transportation Trading and Services Development, Industry, Agribusiness, Park Trading and Services Trading, Real Estate, Industry, Agribusiness, Transportation and Services Trading, Development, Industry, Gardens, Agribusiness and Services Investment ---- 100.00% 100.00% 100.00% ---- 214,385,213 1,887,217,700 28,450,405,371 109,591,042 2,227,827,000 18,568,721,613 --- 100.00% 99.83% --- 29,058,380,371 2,100,098,922 19,162,355,554 2,075,920,801 -- 100.00% -- 65,469,347,752 51,767,789,172 ------------ 100.00% 65.00% 100.00% 100.00% 100.00% 100.00% 78.60% 55.02% 54.97% 100.00% 100.00% ------------ 480,656,900 11,398,100 17,317,400 589,158,900 480,573,100 133,915,626,920 131,961,320,489 131,461,320,489 130,961,320,489 523,145,791 578,400,000 487,625,000 12,875,000 17,317,400 589,158,900 490,000,000 129,989,792,419 127,182,032,457 126,682,032,457 126,182,032,457 523,827,191 584,262,750 -- 100.00% -- 113,727,148,103 115,150,774,145 -- 80.00% -- 49,514,401,078 51,092,390,908 -- 80.00% -- 49,418,709,078 50,996,024,908 -- 100.00% -- 263,798,505,666 265,474,762,293 -- 100.00% -- 263,740,060,618 265,431,266,774 -- 100.00% -- 264,120,988,242 265,801,582,898 -- 99.60% -- 3,148,917,900 3,149,343,900 -- 100.00% -- 262,652,667,720 264,305,151,736 --- 100.00% 100.00% -2008 263,152,667,720 263,328,020,915 264,805,151,736 264,892,379,903 -- 100.00% -- 18,381,221 22,477,500 -- 100.00% 2006 322,078,677,971 309,426,625,564 -- 100.00% 2010 587,339,941 588,715,941 -- 100.00% -- 586,119,097 586,879,045 Investment Trading, Development and Real Estate Investment, Trading and Services Trading, Development, Transportation and Services Development, Trading and Services Development, Trading and Services 10 September 30, 2011 December 31, 2010 Rp Rp These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Total Assets Subsidiary Domicile Main Business Activity Ownership Percentage Directly Ownership Percentage Indirectly Year of Operation Started PT Kemilau Karyacipta Persada Tangerang -- 100.00% -- 2,466,377,000 2,467,151,000 PT Bumi Indah Pertiwi Tangerang Development, Trading and Services Development, Trading and Services Real Estate Town Management and Real Estate Town Management Real Estate Public Transportation Recreation Services Property Management Clean and Waste Water Treatment Investment, Trading and Services Healthcare Healthcare Development, Trading, Industry and Services Development, Trading and Services Healthcare Development, Transportation, Trading and Services Healthcare Development, and Services Healthcare Development, and Services Healthcare Healthcare Development, Trading and Services Trading, Development, Printing and Services Development, Trading and Services Development, Trading and Services Development, Trading and Services Healthcare Trading and Services Development, Transportation, Trading and Services Healthcare Development, Transportation, Trading and Services Development, Transportation Trading and Services Development and Services Healthcare -- 100.00% -- 2,216,817,102 2,039,467,400 --- 54.37% 54.37% 1989 1992 1,767,135,952,713 134,885,323,898 1,670,033,142,093 130,670,667,728 -- 54.37% 2010 22,870,715,923 8,402,013,531 --- 54.37% 54.37% -1993 16,980,287,500 46,118,234 16,980,287,500 30,261,195 -- 54.37% 1993 4,662,591,811 3,817,135,487 --- 54.37% 54.37% 2011 2011 35,286,476,705 14,229,107,086 --- 100.00% -- -- 1,128,996,699,779 778,429,334,016 ---- 100.00% 100.00% 100.00% ---- 1,128,872,405,765 1,730,769,883 2,855,311,500 778,303,291,607 2,411,189,792 2,855,311,500 -- 100.00% -- 2,686,843,025 2,686,843,025 --- 71.00% 100.00% --- 849,214,066 179,821,524,872 849,214,066 297,312,374,317 --- 85.50% 100.00% 2002 -- 179,821,524,872 106,318,150,259 297,068,375,317 -- --- 83.00% 100.00% 2008 -- 104,952,163,123 100,063,626,719 --- ---- 79.61% 100.00% 100.00% 2007 --- 62,929,506,611 1,000,000,000 400,000,000 ---- -- 100.00% -- 600,000,000 -- -- 100.00% -- 600,000,000 -- -- 100.00% -- 2,400,000,000 -- -- 100.00% -- 8,000,000,000 -- 99.99% --- 0.01% 100.00% 100.00% ---- 215,418,294,007 52,408,891,514 49,159,947,213 80,765,165,404 26,848,599,088 27,287,229,822 --- 100.00% 100.00% 2005 -- 3,177,713,079 26,575,568,279 3,823,569,397 26,653,057,078 -- 100.00% -- 7,896,399,494 49,048,805,314 -- 100.00% -- 76,144,474,428 40,925,150,010 0.01% 99.99% -- 19,805,000 20,898,000 PT Lippo Cikarang Tbk and Subsidiaries PT Great Jakarta Inti Development Bekasi Bekasi PT Tunas Pundi Baru Bekasi PT Erabaru Realindo PT Dian Citimarga Bekasi Bekasi PT Kreasi Dunia Keluarga Bekasi PT Chandra Mulia Adhidharma PT Tirtasari Nirmala Bekasi Bekasi PT Megapratama Karya Persada and Subsidiaries PT Siloam International Hospitals and Subsidiaries PT Aritasindo Permaisemesta PT Perdana Kencana Mandiri PT Multiselaras Anugrah Tangerang Jakarta Jakarta Jakarta Tangerang PT Nusa Medika Perkasa PT Siloam Graha Utama and Subsidiary Bekasi Jakarta PT East Jakarta Medika PT Guchi Kencana Emas Bekasi Jakarta PT Golden First Atlanta PT Prawira Tata Semesta Jakarta Jakarta PT Balikpapan Damai Husada PT Siloam Emergency Services PT Utama Sentosa Abadi Balikpapan Tangerang Jakarta PT Karyatama Indah Sentosa Tangerang PT Perisai Dunia Sejahtera Tangerang PT Primakarya Dunia Sentosa Tangerang PT Siloam Sumsel Kemitraan Tangerang PT Eramulia Pratamajaya and Subsidiaries PT Siloam Karya Sejahtera PT Siloam Dinamika Perkasa Jakarta Jakarta Jakarta PT Siloam Sarana Karya PT Siloam Tata Prima Jakarta Surabaya PT Mahaduta Purnama Jakarta PT Buana Mandiri Selaras Jakarta PT Serasi Adikarsa Jakarta PT Sentra Star Dinamika PT Abadi Jaya Sakti and Subsidiaries Rp December 31, 2010 Rp Jakarta Healthcare -- 100.00% -- -- 19,793,000 Tangerang Investment, Trading and Services General Restaurant, Bar, Catering, Etc Management Services Services Services Services Services 100.00% -- -- 579,931,300 579,931,300 0.01% -- 99.99% 100.00% 1998* 1989 2,169,920 1,189,747,134 2,578,920 859,400,618 -- 100.00% 1998 13,511,785,518 10,977,241,804 ----- 100.00% 100.00% 100.00% 100.00% ----- 590,134,633 590,078,000 590,192,062 594,709,000 590,648,178 590,851,000 590,971,062 595,248,449 PT Tigamitra Ekamulia and Subsidiary PT Shimatama Graha Jakarta Jakarta PT Aryaduta International Management and Subsidiaries Jakarta PT Aryaduta Surabaya Management PT Aryaduta Medan Management PT Aryaduta Karawaci Management PT Aryaduta Makassar Management September 30, 2011 Surabaya Medan Tangerang Makassar 11 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Total Assets Subsidiary PT Aryaduta Residences PT Aryaduta Hotels & Resort PT Graha Jaya Pratama and Subsidiary PT Tataguna Cemerlang PT Aresta Amanda Lestari (has 0.31% ownership in PT Gowa Makassar Tourism Development Tbk) PT Aresta Permata Utama (has 3.45% ownership in PT Gowa Makassar Tourism Development Tbk) PT Fajar Usaha Semesta (has 4.73% ownership in PT Gowa Makassar Tourism Development Tbk) PT Fajar Raya Cemerlang (has 4.58% ownership in PT Gowa Makassar Tourism Development Tbk) PT Fajar Abadi Aditama (has 3.45% ownership in PT Gowa Makassar Tourism Development Tbk) PT Nuansa Indah Lestari and Subsidiaries PT Metropolitan Permai Semesta and Subsidiaries PT Makassar Permata Sulawesi (has 32.5% ownership in PT Gowa Makassar Tourism Development Tbk) PT Gowa Makassar Tourism Development Tbk Domicile Main Business Activity Ownership Percentage Directly Ownership Percentage Indirectly Year of Operation Started September 30, 2011 Jakarta Jakarta Tangerang Jakarta --100.00% -- 100.00% 100.00% -100.00% ----- 2,119,843,554 583,690,500 501,613,096,546 100,006,000 1,771,451,047 584,463,500 678,437,900 100,006,000 Jakarta Services Services Real Estate Trading, Real Estate, and Development General Trading -- 99.99% -- 487,645,430 204,379,650 Jakarta General Trading -- 99.99% -- 5,255,675,438 2,204,855,750 Jakarta General Trading -- 99.99% -- 7,203,636,344 3,022,718,666 Jakarta General Trading -- 99.99% -- 6,979,530,648 2,923,731,973 Jakarta General Trading -- 99.99% -- 5,253,533,385 2,206,741,750 Jakarta Jakarta Makassar General Trading General Trading General Trading ---- 100.00% 89.74% 88.66% ---- 55,883,636,496 57,675,487,996 55,710,647,218 47,179,654,493 48,968,945,993 46,963,247,615 Makassar Real Estate and Property 4.92% 45.33% 1997 428,792,227,543 358,990,245,776 Rp December 31, 2010 Rp * Inactive ** Transferred Sigma Capital Pte. Ltd. and Sigma Trilium Pte. Ltd. were established on March 22, 2010 in Singapore. On November 8, 2010, all ownership in Platinum Strategic Investment Pte. Ltd., a subsidiary, was sold. On December 1, 2010, all ownership in PT Menara Abadi Megah, a subsidiary, was sold. PT Bangun Karya Semesta was established under Deed of Establishment No. 1 dated March 3, 2011, made in presence of Imam Wahyudi, S.H., a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-22454.AH.01.01.Tahun 2011 dated May 4, 2011. On March 11, 2011, two subsidiaries namely PT Siloam International Hospitals (SIH) and PT Megapratama Karya Persada (MKP) acquired 99.98% and 0.02% ownership of PT Guchi Kencana Emas (GKE), respectively. GKE owned 83% shares in PT Golden First Atlanta. On the same day, SIH and MKP acquired 99.8% and 0.2% ownership of PT Prawira Tata Semesta (PTS), respectively. PTS owned 79.61% shares in PT Balikpapan Damai Husada. PT Siloam Emergency Services was established under Deed of Establishment No. 18 dated March 25, 2011, made in presence of Unita Christina Winata, S.H., a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-19053.AH.01.01.Tahun 2011 dated April 15, 2011. On March 31, 2011, all ownership in PT PalembangParagon Mall and PT Sentra Star Dinamika, both subsidiaries, was sold. PT Karyatama Indah Sentosa was established under Deed of Establishment No. 2 dated April 1, 2011, made in presence of Sriwi Bawana Nawaksari, S.H., MKn, a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-23018.AH.01.01.Tahun 2011 dated May 6, 2011. 12 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) PT Sinar Surya Timur was established under Deed of Establishment No. 10 dated April 22, 2011, made in presence of Linda Hapsari Yuwono, S.H., a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-33972.AH.01.01.Tahun 2011 dated July 7, 2011. PT Padang Indah City was established under Deed of Establishment No. 3 dated June 10, 2011, made in presence of Sriwi Bawana Nawaksari, S.H., MKn, a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-30298.AH.01.01.Tahun 2011 dated June 16, 2011. On June 16, 2011, Peninsula Investments Ltd., a subsidiary, acquired 40% ownership of Lippo Mappletree Indonesia RTM Ltd. PT Perisai Dunia Sejahtera was established under Deed of Establishment No. 06 dated July 21, 2011, made in presence of Sriwi Bawana Nawaksari, S.H., MKn, a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-38099.AH.01.01.Tahun 2011 dated July 28, 2011. PT Primakarya Dunia Sentosa was established under Deed of Establishment No. 08 dated July 27, 2011, made in presence of Sriwi Bawana Nawaksari, S.H., MKn, a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-38968.AH.01.01.Tahun 2011 dated August 02, 2011. PT Karyabersama Jaya was established under Deed of Establishment No. 03 dated August 5, 2011, made in presence of Sriwi Bawana Nawaksari, S.H., MKn, a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-40998.AH.01.01.Tahun 2011 dated August 12, 2011. PT Bayutama Sukses was established under Deed of Establishment No. 04 dated August 5, 2011, made in presence of Sriwi Bawana Nawaksari, S.H., MKn, a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-40887.AH.01.01.Tahun 2011 dated August 12, 2011. PT Manunggal Utama Makmur was established under Deed of Establishment No. 05 dated August 5, 2011, made in presence of Sriwi Bawana Nawaksari, S.H., MKn, a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-41064.AH.01.01.Tahun 2011 dated August 12, 2011. PT Siloam Sumsel Kemitraan was established under Deed of Establishment No. 07 dated August 5, 2011, made in presence of Sriwi Bawana Nawaksari, S.H., MKn, a notary in Tangerang. The establishment deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia, in his Decree No. AHU-41373.AH.01.01.Tahun 2011 dated August 15, 2011. On September 12, 2011, PT Siloam Emergency Services and PT Siloam International Hospitals, both subsidiaries, acquired 99.75% and 0.25% ownership of PT Utama Sentosa Abadi, respectively. 13 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 1.d. Board of Commissioners, Directors, Audit Committee and Employees Based on Deeds of Annual General Meeting of Shareholders Resolution No. 11 dated March 9, 2011 and No. 3 dated May 3, 2010, made in presence of Unita Christina Winata, S.H., a notary in Tangerang, the Board of Commissioners and Directors composition as of September 30, 2011 and December 31, 2010 are as follows: September 30, 2011 December 31, 2010 Board of Commissioners: President Commissioner Vice President Commissioner Independent Commissioner Independent Commissioner Independent Commissioner Independent Commissioner Independent Commissioner Commissioner : Theo L. Sambuaga : Surjadi Soedirdja* : Tanri Abeng : Agum Gumelar : Farid Harianto : Jonathan Limbong Parapak : -: Gouw Vi Ven (Viven G. Sitiabudi) Theo L. Sambuaga Surjadi Soedirdja* Tanri Abeng Agum Gumelar Farid Harianto Jonathan Limbong Parapak Adrianus Mooy Gouw Vi Ven (Viven G. Sitiabudi) Directors: President Director Director Director Director Director Director Director : Ketut Budi Wijaya : Tjokro Libianto : Jopy Rusli : Elia Yudhistira Susiloputro : Djoko Harjono : Roberto Fernandez Feliciano : Ivan Setiawan Budiono Ketut Budi Wijaya Tjokro Libianto Jopy Rusli Elia Yudhistira Susiloputro Djoko Harjono --- * also as Independent Commissioner The audit committee composition as of September 30, 2011 and December 31, 2010 are as follows: September 30, 2011 Chairman Member Member : Jonathan Limbong Parapak : Isnandar Rachmat Ali : Lie Kwang Tak December 31, 2010 Adrianus Mooy Isnandar Rachmat Ali Lie Kwang Tak The Company’s corporate secretary as of September 30, 2011 and December 31, 2010 is Jenny Kuistono. Total remuneration of the Company’s Commissioners and Directors for the period ended September 30, 2011 and the year ended December 31, 2010 are as follows: Board of Commissioners Directors Total September 30, 2011 Rp December 31, 2010 Rp 8,153,230,472 18,879,713,690 27,032,944,162 10,836,824,253 15,462,529,061 26,299,353,314 As of September 30, 2011 and December 31, 2010, the Company and subsidiaries have 4,358 and 4,067 permanent employees, respectively (unaudited). 14 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 2. Summary of Significant Accounting Policies 2.a. Basis of Measurement and Preparation of Consolidated Financial Statements The consolidated financial statements are prepared in conformity with accounting principles generally accepted in Indonesia, consisting of among others, the Statements of Financial Accounting Standard (PSAK) established by the Indonesian Institute of Accountants, and Bapepam-LK regulations. The basis of measurement in the preparation of these consolidated financial statements is by using the historical cost concept, except for investments in certain securities which are carried at fair value, and inventories which are carried at the lower of cost or net realizable value. The consolidated financial statements are prepared using the accrual method, except for statements of cash flows. The consolidated statements of financial position are presented based on the unclassified method in accordance with PSAK No. 44 “Accounting for Real Estate Development Activities”. The consolidated statements of cash flows are prepared using the direct method by classifying cash flows into operating, investing and financing activities. The reporting currency used in the preparation of the consolidated financial statements is Rupiah (Rp). 2.b. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries which are presented in Note 1.c. The consolidated financial statements have been prepared on the basis of entity concept. All significant related intercompany accounts, transactions and profits among the consolidated companies have been eliminated to reflect the financial position and result of operations as a whole entity. 2.c. Foreign Currency Transactions and Translation of Financial Statements Transactions involving foreign currencies are recorded at the rates of exchange prevailing at the time the transactions are made. On the balance sheets date, monetary assets and liabilities denominated in foreign currencies were adjusted to reflect the rates of exchange prevailing at the time, with the following conversion rates: September 30, 2011 December 31, 2010 Rp Rp 8,823 8,991 6,796 6,981 11,956 11,956 11,524 11,029 8,611 9,143 USD 1 SGD 1 EUR 1 JPY 100 AUD 1 The accounts of foreign subsidiaries were translated into Rupiah at the middle rate of exchange prevailing at balance sheet date for balance sheet accounts and the average rate during the period for statement of income accounts. The differences resulting from the translations of the financial statements of subsidiaries which are an integral part of the Company are debited or credited to "Gain (Loss) On Foreign Exchanges" in the consolidated financial statements, while for the subsidiaries which are not an integral part of the Company, are debited or credited to "Difference from Foreign Currency Translations". 2.d. Cash Equivalent Cash equivalent consists of time deposits with maturities of not more than or equal to 3 (three) months since the date of placement, not restricted and are not used as collateral to any liabilities. 15 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 2.e. Investments Investments consist of placement in certain securities, equity instruments in other companies and investments in associated. Certain Securities and Equity Instruments in Other Companies Placements in securities without fair value are carried at cost. Placements in securities, which have a readily determinable fair value consists of debt and equity securities are classified into the following 3 (three) categories: – Trading Securities in this category are bought and held for the purpose of selling them in the near future, which are usually indicated by high frequency of purchase and sale transactions. These securities are held for the purpose of profit-taking in the short term. These securities are carried at their fair value. Unrealized gains or losses are recognized in the current period consolidated statement of income. – Held to Maturity Debt securities classified as held to maturity are carried at cost net of unamortized discount or premium. Losses are recognized in the current period consolidated statement of income for the impairment in the carrying value of the securities. – Available for Sale Investments in securities which cannot be classified as “Trading” or “Held to Maturity” are carried at fair value. Any unrealized gain or loss from adjustment to fair value on the date of consolidated balance sheet is credited or debited under “Unrealized Gain (Loss) on Changes in Fair Value of Available-for-Sale Marketable Securities” account as a separate component of consolidated equity. Investments in equity instruments with ownership less than 20% where the fair market value are not readily determinable are carried at acquisition cost (cost method). Accounting policies for investments in certain securities and equity instruments in other companies above have been revised when PSAKs No. 50 (Revised 2006) regarding “Financial Instruments: Presentation and Disclosure” and No. 55 (Revised 2006) regarding “Financial Instruments: Recognition and Measurement” become effective for financial statement beginning on or after January 1, 2010 which is applied prospectively (see Note 2.x). Investment in Associates Investments with ownership from 20% up to 50%, either direct or indirect, are carried at acquisition cost by adding or deducting with the Company’s share in net earnings or losses of the investee from the date of acquisition in proportion to the percentage of ownership and less the dividend received (equity method). 2.f. Transaction with Related Parties The Company has transactions with certain parties which are regarded as having related party relationships as defined by PSAK 7 on “Related Party Disclosures”. Related parties are defined under PSAK 7 as follows: a. Enterprises that, through one or more intermediaries, control, or are controlled by, or are under common control with, the reporting enterprise (including holding companies, subsidiaries and fellow subsidiaries); b. Associated companies; 16 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) c. Individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and close members of the family of any such individuals (close members of a family are defined as those members who are able to exercise influence or can be influenced by such individuals in their transactions with the reporting enterprise); d. Key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the reporting enterprise, including commissioners, directors and managers of the enterprise and close members of the families of such individuals; and e. Enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) above, or over which such a person is able to exercise significant influence. This definition includes enterprises owned by commissioners, directors or major stockholders of the reporting enterprise and enterprises that have a member of key management in common with the reporting enterprise. 2.g. Trade Accounts Receivable Trade accounts receivable are recognized initially at fair value and subsequently measured at amortized cost using effective interest method, less allowance for impairment. An allowance for impairment is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade accounts receivables is impaired. The amount of allowance is the difference between the assets’ carrying amount and the present value of estimated future cash flows, discounted at the original 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 recognized in the consolidated statement of income. When a trade accounts receivables is uncollectible, it is written-off against the allowance account for receivables. Subsequent recoveries of amounts previously written-off are credited against the consolidated statement of income. 2.h. Inventories and Land for Development Real estate inventories, which mainly consist of acquisition cost of land under development, shopping center, residential houses, shophouses, office buildings, and apartments, including buildings (houses) under construction, are carried at the lower of cost or net realizable value. Cost is determined by using the average method. Cost of land under development includes cost of land improvement and development, capitalized interest and other financing charges obtained to finance the acquisition and development of land until completed. The cost of residential houses and shophouses consist of actual construction cost. Inventories of healthcare business (e.g. medicines, medical supplies and others) are carried at the lower of cost or net realizable value. Cost is determined by using the average method. Allowance for decline in inventories value is provided based on a review of inventory status at the end of period. Inventories of hotel business (e.g. food, beverages and others) are carried at the lower of cost or net realizable value. Cost is determined by using the first-in-first-out method (FIFO). Allowance for decline in inventories value is provided based on a review of inventory status at the end of period. 17 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Land for development which are owned by the Company and subsidiaries is classified as “Land for Development”. Upon the commencement of development and construction of infrastructure, the carrying cost of land under development will be transferred to the respective real estate inventories or property and equipment accounts, whichever is most appropriate. 2.i. Prepaid Expenses Prepaid expenses are amortized over the period benefited using straight-line method. 2.j. Investment Properties Investment properties owned or held under a finance lease to earn rentals or for capital appreciation or both, rather than for use in the production or supply of goods or services or for administrative purposes or sale in the ordinary course of business. Investment property is carried at cost less its accumulated depreciation and any accumulated impairment losses (cost model). Land is not depreciated and presented at acquisition cost. Building is depreciated using straight line method based on its estimated useful lives (20 years). The cost of repairs and maintenance is charged to operation as incurred, whilst significant renovations and additions are capitalized. 2.k. Property and Equipment Property and equipment after initial recognition accounted using cost model. Property and equipment are carried at cost less their accumulated depreciation and any accumulated impairment losses, if any. Land are carried at cost and not depreciated. Depreciation is computed by using the straight line method based on the estimated useful lives of the assets, as follows: Years Building, Infrastructure, and Renovations Parks and Interiors Golf Course and Club House Transportation Equipment and Vehicles Furniture, Fixtures and Office Equipment Tools and Medical Equipment Machinery and Project Equipment Bowling Machinery Playground Areas : : : : : : : : : 4 - 40 5 20 4-8 3 - 10 3 - 10 3 - 10 10 5 The cost of repairs and maintenance is charged to operation as incurred, whilst significant renovations and additions are capitalized. When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in the consolidated statement of income for the period. Unutilized property and equipment are presented as a component of other assets and carried at the lower of its carrying value or net realizable value. Construction in progress represents expenditure incurred directly to infrastructure development and property and equipment preparation. Expenditure including borrowing cost on loan used for developing assets during the construction period. Construction in progress will be transferred to the appropriate property and equipment account when the construction is completed and ready for its intended use. 18 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 2.l. Leases Leases are classified as finance leases if substantially all the risks and rewards of ownership are transferred to the lessee. Leases are classified as operating leases if substantially all the risks and rewards of ownership are not transferred to the lessee. At the commencement of the lease term, a finance lease is recognized as an asset and a liability in the balance sheet at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease, if this is practicable to determine; if not, the lessee’s incremental borrowing rate is used. Any initial direct costs of the lessee are added to the amount recognized as an asset. The depreciable amount of a leased asset is allocated to each accounting period during the period of expected use on a systematic basis consistent with the depreciation policy the lessee adopts for depreciable assets that are owned. A sale and leaseback transaction involves the sale of an asset and leasing back the same asset. If a sale and leaseback transaction is a finance lease, any excess of sales proceeds over the carrying value should not be immediately recognized as income in the financial statements of a seller (lessee), but it should be deferred and amortized over the lease period. If a sale and leaseback transaction is an operating lease, and it is clear that the transaction is established at fair value, any profit and loss should be recognized immediately. If the sale price is below fair value, any profit or loss should be recognized immediately except that the loss is compensated by future lease payments at below market price, it should be deferred and amortized in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value should be deferred and amortized over the period for which the asset is expected to be used. 2.m. Borrowing Cost Interest and other financing charges incurred on loan and debt obtained to finance the acquisition and development of land and building construction are capitalized to the respective real estate inventories. Capitalization ceases upon completion of all activities related to the acquisition and development of land, or upon completion of the construction and the assets are ready for their intended use. 2.n. Impairment of Non-Financial Assets Recoverable of assets value shall be estimated whenever events and changes of circumstances indicating carrying value may not be recoverable. Impairment in non-financial asset is recognized as loss in the consolidated statements of income. 2.o. Intangible Assets Goodwill arises from the difference between acquisition cost and fair value of net assets of subsidiaries acquired and impairment test of asset is conducted every period. Acquisition cost of accounting software, is deferred and amortized by using the straight-line method based on the estimated of economic useful lives of 5 (five) years. 2.p. Bond Issuance Cost Bond issued is classified into category of financial liabilities measured at amortized cost (see Note 2.x). Therefore, bond issuance cost deducted directly from proceeds in order to describe net proceeds of the bonds. The difference between the net proceeds and the nominal value represents premium or discount which is amortized over the term of the bonds by using the effective interest rate method. 19 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 2.q. Estimated Liabilities on Employees’ Benefits The Company recognized provisions for estimated liabilities on employees’ benefits in accordance with Labor Law No. 13/2003 dated March 25, 2003 and PSAK 24 (Revised 2004) “Employees’ Benefits”. Short-term employees’ benefits are recognized at an undiscounted amount when employees have rendered their services to the Company during the accounting period. Post employment benefit was recognized at discounted amount when the employees have rendered their service to the Company during the accounting period. Liabilities and expenses are measured using actuarial techniques which include constructive obligation that arises from the Company’s common practices. In calculating liabilities, the benefit must be discounted using the projected unit credit method. Termination benefit is recognized when, and only when, the Company is committed to either: (a) Terminate the employment of an employee or group of employees before the normal retirement date; (b) Provide termination benefits as a result of an offer made in order to encourage voluntary redundancy. 2.r. Difference in Value from Restructuring Transactions between Entities Under Common Control The restructuring transactions between entities under common control, such as transfers of assets, liabilities, shares or other ownership instruments by re-organizing entities within the same group, does not represent changes of ownership in terms of economic substance, thus should not result in gain or loss for the group companies as a whole or for the individual entity in the group. Since restructuring transactions with entities under common control do not result in changes in term of economic substance of ownership in transferred assets, liabilities or other ownership instruments, the transferred assets or liabilities (in legal form) should be recorded at book value in a manner similar to business combination transactions using the pooling of interest method. The difference between transfer price and book value does not represent goodwill. Such difference is recorded in an account entitled “Difference in Value from Restructuring Transactions between Entities Under Common Control” and presented as a component of equity. 2.s. Derivative Financial Instruments The Company adopted Statement of Financial Accounting Standard (PSAK) No. 50 (Revised 2006) regarding “Financial Instruments: Presentation and Disclosure” and PSAK No. 55 (Revised 2006) regarding “Financial Instruments: Recognition and Measurement”. In implementing risk management to the volatility of foreign currency, the Company has entered into several derivatives agreements with certain third parties. Derivatives Instrument recognized based on its fair value and classified as financial asset and/or financial liabilities. Changes in the fair value is recognized as gain or loss for the period on the consolidated statement of income. 2.t. Revenue and Expense Recognition The Company and subsidiaries recognize revenues from the sale of real estate using the full accrual method. Revenues of real estate sales will be fully recognized if the following conditions for each type of sale are met. 20 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) For sale of parcel of vacant land, the criteria that should be met are as follows: a. The payments received from the buyer have reached 20% of the agreed selling price and the amount is non-refundable; b. The collectability of the sales price is reasonably assured; c. The receivables from the sale is not subject to future subordination against other loans which will be obtained by the buyer; d. The process of land development has been completed thus the seller is not obliged to develop the sold lots such as the obligation to construct lot of land or obligation to develop main infrastructure promised by the seller, in accordance with the sales and purchase agreement or any regulation requirements; and e. The sale consists only of the vacant land, without any obligation of the seller in the construction of the buildings upon the land sold. For sale of residential houses, shophouses and other similar types of buildings, including parcel of land, the criteria that should be met are as follows: a. The sale is consummated; b. The collectability of the sales price reasonably assured; c. The receivables from the sale is not subject to future subordination against other loans which will be obtained by the buyer; and d. The seller has transferred to the buyer the usual risks and rewards of ownership through a transaction representing in substance is a sale and the seller does not have substantial continuing involvement with such property. If a real estate sale fails to meet the all criteria of full accrual method, revenue recognition is deferred and the transaction is recognized using the deposit method until all of the conditions of full accrual method fulfilled. The revenue from shopping centers and apartments are recognized based on percentage of completion method, if all of the following criteria are met: a. The construction process has already beyond preliminary stage, that is the building foundation has been completed and all of the requirements to start the construction have been fulfilled; b. Total payments received from the buyer is at least 20% of the contract sales price and that such amount is not refundable; and c. The amount of revenue and cost of the unit property can reasonably be estimated. The method used to determine the level of development activity completion is based on percentage of actual activities accomplished to total development activities need to be accomplished. Cost of land lots sold is determined based on estimated acquisition cost of the land plus other estimated expenditures for its improvements and developments. The cost of residential houses and shophouses sold is determined based on actual cost incurred and estimated cost to complete the work. The estimated cost to complete is included under “Accrued Expenses”. The difference between the estimated cost and the actual cost of construction or development is charged to “Cost of Sales” in the current period. Revenues from medical services are recognized when medical services are rendered or when medical supplies are delivered to patients. 21 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Rental revenue and other services is recognized based on their respective rental periods and when the services are rendered to the customers. Rental and membership paid in advances are presented as deferred income and recognized as revenue over the period benefited. Expenses are recognized when incurred (accrual basis). 2.u. Income Tax Final Income Tax Final income tax expense is recognized proportionally with the accounting income recognized during the period. The difference between the final income tax paid and the final tax expense in the consolidated statement of income is recognized as prepaid tax or tax payable. If the income is subjected to final income tax, the differences between the financial statement carrying value of existing assets and liabilities and their tax bases are not recognized as deferred tax assets or liabilities. Non-Final Income Tax All temporary differences arising between tax bases of assets and liabilities and their carrying value are recognized as deferred tax using the liability method. Currently or substantially enacted tax rates are used to determine deferred income tax. Deferred tax assets relating to carry forward unused tax losses are recognized to the extent that it is probable the future taxable profit will be available against which the unused tax losses can be utilized. Amendments to tax obligations are recorded when an assessment is received or, if appealed against, when the results of the appeal are determined. Current tax is recognized based on taxable income, in accordance with current tax regulations. 2.v. Earning Per Share Basic earning per share (EPS) is computed by dividing the residual net income (income or loss after tax less preferred stock dividend) available to common stockholders’ with the weighted average number of common stocks during 1 (one) reporting period, while diluted EPS is computed by dividing the residual net income (income or loss after tax less preferred stock dividend) available to common stockholders with the weighted average number of common stocks during 1 (one) reporting period plus dilutive potential common stocks. 2.w. Segment Information Segment information of the Company and subsidiaries are presented based on business segment group. Business segment is a distinguishable component and results in a different products or services based on different industry or a product group or service, especially for customers outside the Company’s entity. The Company organized its business into six (6) business segment: (i) Urban Development, which comprises, among other, activities in real estate, urban development, land acquisition and clearing, land development and excavation, infrastructure development. (ii) Large Scale Integrated Development, which comprises, among other, activities in real estate in large scale integrated development project and its infrastructure development. (iii) Retail Malls, which comprises among other, activities in real estate in development and management of shopping center. (iv) Healthcare, which comprise activities in health services. 22 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) (v) Hospitality and Infrastructure, which comprises, among others, activities in hotels, restaurants, town management and water and sewage treatment, recreation center, transportation and maintenance services. (vi) Property and Portfolio Management, which comprises, among others, activities in management services. 2.x. Financial Assets and Liabilities Financial Assets Financial assets are classified into 4 categories, as follows (i) financial assets at fair value through profit or loss, (ii) loans and receivables, (iii) held-to-maturity financial assets and (iv) available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (i) Financial assets measured at fair value through profit or loss Financial assets measured at fair value through profit or loss are financial asset which held for trading. Financial asset is classified as held for trading if it is acquires principally for the purpose of selling or repurchasing it in the near term and for which there is evidence of recent actual pattern of short term profit taking. Derivatives are also categorized as held for trading unless they are designated and effective as hedging instruments. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loan and receivables are initially recognized at fair value plus transaction cost and subsequently measured at amortized cost using the effective interest rate method. (iii) Held-to-maturity financial assets Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that management has the positive intention and ability to hold to maturity, other than: a. Those that are designated as at fair value through profit or loss upon initial recognition; b. Those that are designated as available for sale; and c. Those that meet the definition of loans and receivables. These are initially recognized at fair value including transaction cost and subsequently measured at amortized cost, using the effective interest rate method. (iv) Available-for-sale financial assets Available-for-sale financial assets are non derivative financial assets that are intended to be held for indefinite period of time, which might be sold in response to needs for liquidity or changes in interest rates, exchange rates or that are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss. 23 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Available-for-sale financial assets are initial recognized at fair value, plus initial recognized at fair value, plus transaction costs, and measured subsequently at fair value with gains and losses being recognized in the consolidated statement of changes in equity, except for impairment losses and foreign exchanges gains and losses, until the financial assets is derecognized. If an availablefor-sale financial asset is determined to be impaired, the cumulative gain or loss previously recognized in the equity section will be recognized in the consolidated statements of income. However, interest income is calculated using the effective interest method, and foreign currency gain or losses on monetary assets classified as available-for-sale is recognized in the consolidated statements of income. Financial liabilities Financial liabilities are classified into the category of (i) financial liabilities measured at fair value through profit or loss and (ii) financial liabilities measured at amortized cost. (i) Financial liabilities measured at fair value through profit or loss Financial liabilities measured at fair value through profit or loss are financial liabilities which held for trading. A financial liability is classified as held for trading if it is acquired principally for the purpose of selling or repurchasing it in the near term and for which there is evidence of a recent actual pattern of short term profit taking. Derivatives are also categorized as held for trading unless they are designated and effective as hedging instruments. (ii) Financial liabilities measured at amortized cost Financial liabilities that are not classified as financial liabilities at fair value through profit or loss are categorized and measured at amortized cost. Fair value estimation The fair value of financial instruments traded in active markets is determined based on quoted market prices at the statement of financial position date. Investments in equity securities that do not have readily determinable fair values are stated at cost. The fair value of other financial instruments that are not traded in active markets is determined using standard valuation techniques. The Company uses discounted cash flow methods and assumption based on market conditions existing at the statement of financial position date to determine fair value for other financial instruments. 2.y. Use of Estimates The preparation of the consolidated financial statements is in accordance with generally accepted accounting principles in Indonesia, which requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of the contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Due to inherent uncertainty in the estimation determination, the actual amount of assets, liabilities, revenues and expenses reported in the future might possibly be different from these estimates. 24 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 3. Cash and Cash Equivalent Cash on Hand (including 2011: USD 7,740, SGD 1,102, EUR 4,605, JPY 113,800, AUD 6,376 and 2010: USD 32,614, SGD 22,675, EUR 4,605, JPY 113,800, AUD 6,419) Cash in Banks Third Parties Rupiah PT Bank Negara Indonesia (Persero) Tbk PT Bank CIMB Niaga Tbk PT Bank Nationalnobu PT Bank Danamon Indonesia Tbk PT Bank Central Asia Tbk PT Bank Panin Tbk PT Bank Mega Tbk PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Permata Tbk PT Bank Mandiri (Persero) Tbk PT Bank OCBC NISP Tbk PT Bank Jasa Arta PT Bank Internasional Indonesia Tbk PT Bank Buana Indonesia Tbk PT Bank Tabungan Negara (Persero) Tbk PT Bank Agroniaga Tbk Standard Chartered Bank Others (each below Rp 100 million) Foreign Currencies PT Bank CIMB Niaga Tbk (2011: USD 825,843, SGD 23,974,150; 2010: USD 5,492,228) OCBC Bank, Singapore (2011: SGD 3,074,503; 2010: SGD 3,198,902) Credit Suisse, Singapore (2011: USD 385,448, SGD 354,546; 2010: USD 376,751, SGD 1,063,653) PT Bank Mega Tbk (2011: USD 59,344, SGD 715,617; 2010: USD 1,882,335, SGD 9,764) PT Bank OCBC NISP Tbk (2011: USD 167,199, SGD 1,638, EUR 6,851; 2010: USD 6,687, SGD 256,194, EUR 6,847) DBS Bank, Singapore (2011: USD 30,943, SGD 115,579; 2010: USD 30,943, SGD 35,111,817) PT Bank Negara Indonesia (Persero) Tbk (2011: USD 81,318) Others Total Cash in Banks 25 September 30, 2011 Rp December 31, 2010 Rp 3,865,950,443 5,063,225,418 88,055,563,370 50,009,158,654 27,258,295,239 20,391,454,768 18,773,655,836 15,213,375,349 7,363,366,734 6,265,033,852 6,149,534,754 5,704,094,548 3,902,555,613 3,229,969,785 2,303,082,283 925,395,871 528,302,489 356,322,154 205,229,196 91,240,997 27,019,168,345 67,899,337,216 -2,707,330,012 18,072,023,981 4,642,252,107 5,487,108,526 4,086,250,203 4,889,620,144 8,938,951,317 5,705,991,399 -3,134,006,870 747,432,770 844,162,206 465,278,289 88,514,013 136,805,201 170,214,740,066 49,380,619,726 20,894,320,009 22,331,537,166 5,810,300,756 10,812,728,838 5,386,921,596 16,992,235,576 1,568,216,583 1,930,508,395 1,058,486,053 245,393,806,826 717,467,872 227,922,657 462,604,007,084 -830,048,941 502,535,718,067 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) September 30, 2011 Rp December 31, 2010 Rp 946,530,516,738 293,061,048,563 90,000,000,000 32,204,500,091 13,204,500,091 4,831,767,410 2,743,900,956 2,000,000,000 1,275,580,000 1,686,217,347,826 745,550,000,000 26,500,000,000 --4,600,000,000 245,813,680 --- 882,300,000,000 674,325,000,000 158,922,264,767 108,264,767 20,393,264,589 26,158,875 -2,447,493,502,080 13,962,000,000 190,197,217 789,624,145 3,152,488,247,635 2,913,963,459,607 3,660,087,191,120 September 30, 2011 December 31, 2010 4.5% - 7.25% 0.50% - 2.50% 5.25% - 8.00% 0.20% - 3.60% September 30, 2011 Rp December 31, 2010 Rp Real Estate Investment Trust (REIT) Investment in Share in: Associates Equity Instruments in Other Companies 1,908,428,282,263 406,294,289,217 67,902,021,299 58,316,523,011 69,571,917,104 58,357,521,011 Total Investments 2,034,646,826,573 534,223,727,332 Time Deposits Third Parties Rupiah PT Bank CIMB Niaga Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank Mega Tbk PT Bank Mandiri (Persero) Tbk PT Bank Permata Tbk PT Bank Mayapada International Tbk PT Bank Internasional Indonesia Tbk PT Bank Nationalnobu Others (each below Rp 1 billion) Foreign Currencies Raiffeisen Bank International, Labuan (2011: USD 100,000,000; 2010: USD 75,000,000) PT Bank CIMB Niaga Tbk (2011: USD 18,012,271; 2010: USD 12,041) OCBC Bank, Singapore (2011: SGD 3,000,775; 2010: SGD 2,000,000) Credit Suisse, Singapore (2011: USD 2,965; 2010: USD 21,154) Bank of India, Singapore (2010: USD 87,824) Total Time Deposits Total Cash and Cash Equivalent Interest rates for time deposits are as follows: Interest Rates Rupiah Foreign Currencies 4. Investments 26 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) a. Real Estate Investment Trust (REIT) September 30, 2011 Rp December 31, 2010 Rp Available for Sale Securities Acquisition Cost Lippo-Mapletree Indonesia Retail Trust (LMIRT) (2011: 321,614,438 units; 2010: 21,292,758 units) First REIT (2011: 139,498,818 units; 2010: 66.545.888 units) Foreign Exchange Differences Accumulated Unrealized Gain (Loss): Charged to Profit and Loss Credited to Equity 1,198,314,532,385 574,677,224,184 904,382,885 63,555,036,845 319,341,196,911 (236,194,673) (1,949,311,917) 136,481,454,726 (1,949,311,917) 25,583,562,051 Total Investment in Real Estate Investment Trust 1,908,428,282,263 406,294,289,217 This account represents investments in REITs which is listed in Singapore Stock Exchange. On March 18 2011, Bridgewater International Ltd and Bowsprit Capital Corporation Ltd, both are subsidiaries, acquired 68,750,000 units and 6,414,382 units of First REIT with acquisition cost of SGD 35,321,512.88 and SGD 3,295,500.75, respectively. On June 20 2011, Bridgewater International Ltd, a subsidiary, acquired 295,511,941 units of LMIRT with acquisition cost of SGD 166,396,865. b. Investment in Associates Domicile Percentage of Ownership % Equity Method PT Surya Cipta Investama PT Hyundai Inti Development PT Menara Inti Development PT Tritunggal Sentra Utama PT Lippo Indorent PT Lippo Hyundai Development PT Bumi Lemahabang Permai Sub Total Cost Method PT Medika Sehat Lestari * PT Dunia Air Indah * PT Adnansindo Intiprima * PT Swadaya Teknopolis * PT Ilmu Intiswadaya * PT Bekasi Mega Power * PT Taman Karawaci Permai Sub Total Bekasi Bekasi Bekasi Surabaya Jakarta Jakarta Bekasi 49.81 45.00 40.00 20.00 50.00 40.00 30.00 Jakarta Bekasi Jakarta Bekasi Jakarta Bekasi Jakarta 25.00 100.00 30.00 99.99 20.00 100.00 10.00 Total Investment in Associates September 30, 2011 Acquisition Accumulated Cost Equity in Net Earnings (Losses) Rp Rp Carrying Value Rp 500,000,000 36,820,138,263 (1,000,000,000) 6,155,423,370 82,557,967,516 (77,084,873,862) 100,000,000 8,476,356,829 (1,512,000,000) 583,500,000 1,784,653,241 -2,906,000,000 (1,879,146,558) -16,216,500,000 (16,216,500,000) -37,500,000 (37,500,000) -26,498,923,370 111,505,969,291 (79,596,873,862) 4,999,994,000 3,781,609,500 300,000,000 249,999,000 100,000,000 49,900,000 12,500,000 9,494,002,500 35,992,925,870 27 Accumulated Dividend Received Rp --------- 36,320,138,263 11,628,517,024 7,064,356,829 2,368,153,241 1,026,853,442 --58,408,018,799 --------- 4,999,994,000 3,781,609,500 300,000,000 249,999,000 100,000,000 49,900,000 12,500,000 9,494,002,500 111,505,969,291 (79,596,873,862) 67,902,021,299 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Domicile Percentage of Ownership % Equity Method PT Surya Cipta Investama PT Hyundai Inti Development PT Menara Inti Development PT Tritunggal Sentra Utama PT Lippo Indorent PT Lippo Hyundai Development PT Bumi Lemahabang Permai Sub Total Bekasi Bekasi Bekasi Surabaya Jakarta Jakarta Bekasi 49.81 45.00 40.00 20.00 50.00 40.00 30.00 Cost Method PT Medika Sehat Lestari * PT Dunia Air Indah * PT Adnansindo Intiprima * PT Swadaya Teknopolis * PT Ilmu Intiswadaya * PT Bekasi Mega Power * PT Tirta Sari Nirmala ** PT Chandramulia Adidharma ** Sub Total Jakarta Bekasi Jakarta Bekasi Jakarta Bekasi Bekasi Bekasi 25.00 100.00 30.00 99.99 20.00 100.00 100.00 100.00 Total Investment in Associates * ** c. December 31, 2010 Acquisition Accumulated Cost Equity in Net Earnings (Losses) Rp Rp Accumulated Dividend Received Rp Carrying Value Rp 32,964,983,496 3,355,154,767 -6,155,423,370 79,160,538,069 (72,568,730,625) 100,000,000 8,985,038,844 (1,512,000,000) 583,500,000 1,784,653,241 -200,000,000 826,853,442 -16,216,500,000 (16,216,500,000) -37,500,000 (37,500,000) -56,257,906,866 77,858,238,363 (74,080,730,625) 4,999,994,000 3,781,609,500 300,000,000 249,999,000 100,000,000 49,900,000 40,000,000 15,000,000 9,536,502,500 65,794,409,366 ---------- 36,320,138,263 12,747,230,814 7,573,038,844 2,368,153,241 1,026,853,442 --60,035,414,604 ---------- 4,999,994,000 3,781,609,500 300,000,000 249,999,000 100,000,000 49,900,000 40,000,000 15,000,000 9,536,502,500 77,858,238,363 (74,080,730,625) 69,571,917,104 Dormant Consolidated in 2011 Equity Instruments in Other Companies Domicile PT Supermal Karawaci PT East Jakarta Industrial Park PT Spinindo Mitradaya Others Tangerang Jakarta Jakarta -- Total Investment in Others Companies September 30, 2011 December 31, 2010 Rp Rp 57,372,704,000 766,935,000 160,000,000 16,884,011 57,372,704,000 766,935,000 160,000,000 57,882,011 58,316,523,011 58,357,521,011 The Company’s investments in dormant companies are accounted using cost method because the fair value of the investments cannot be determined. On September 2, 2010, PT Wisma Jatim Propertindo, a subsidiary, swapped its share in PT Multifiling Mitra Indonesia as paid in capital for establishment of PT Surya Cipta Investama. 28 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 5. Trade Accounts Receivable September 30, 2011 Rp December 31, 2010 Rp Third Parties Urban Development: Land Lots Memorial Park Residential Houses and Shophouses Asset Enhancements Sub Total 42,996,254,565 27,494,840,764 16,364,710,666 2,073,674,890 88,929,480,885 36,522,738,817 29,373,886,548 85,623,090,499 1,847,572,394 153,367,288,258 Large Scale Integrated Development: Apartments Asset Enhancements Sub Total 38,905,019,915 6,064,792,643 44,969,812,558 25,620,888,057 5,955,895,249 31,576,783,306 Retail Malls: Shopping Centers Asset Enhancements Others Sub Total 108,920,544,325 15,538,071,500 -124,458,615,825 129,245,814,631 22,871,814,202 172,295,775 152,289,924,608 Healthcare: Inpatient and Outpatient 107,537,573,194 73,174,728,266 Hospitality and Infrastructure: Town Management and Water Treatment Hotels and Restaurants Recreations and Sports Others Sub Total 78,027,580,298 23,831,480,295 133,299,410 10,716,552,442 112,708,912,445 72,451,745,585 22,024,183,551 5,020,547,825 7,140,675,642 106,637,152,603 Property and Portfolio Management: Management Fee Sub Total Trade Accounts Receivable from Third Parties Less: Allowance for Doubtful Accounts Total Trade Accounts Receivable from Third Parties - Net 133,051,617,896 611,656,012,803 (44,473,774,184) 567,182,238,619 184,292,716,719 701,338,593,760 (44,734,119,179) 656,604,474,581 2,186,188,435 -2,186,188,435 5,083,171,699 -5,083,171,699 569,368,427,054 661,687,646,280 Related Parties Healthcare: Inpatient and Outpatient Less : Allowance for Doubtful Accounts Total Trade Accounts Receivable from Related Parties - Net Total Trade Accounts Receivable - Net 29 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) The trade accounts receivable schedule from the date of the invoice is as follows: September 30, 2011 Rp December 31, 2010 Rp 376,737,855,347 485,797,044,845 100,271,928,110 21,474,134,802 17,646,673,766 95,525,420,778 611,656,012,803 (44,473,774,184) 567,182,238,619 75,533,741,629 27,492,332,406 19,257,330,509 93,258,144,371 701,338,593,760 (44,734,119,179) 656,604,474,581 -- -- 1,120,413,549 331,097,504 56,472,000 678,205,382 2,186,188,435 -2,186,188,435 2,506,470,079 1,187,728,745 753,186,728 635,786,147 5,083,171,699 -5,083,171,699 569,368,427,054 661,687,646,280 September 30, 2011 Rp December 31, 2010 Rp Third Parties Beginning Balance Reversal 44,734,119,179 (260,344,995) 52,696,124,794 (7,962,005,615) Ending Balance 44,473,774,184 44,734,119,179 Related Parties Beginning Balance Reversal --- 749,719,412 (749,719,412) Ending Balance -- -- Third Parties Current Over Due Up to 3 Months > 3 months - 6 months > 6 months - 1 year > 1 year Sub Total Less: Allowance for Doubtful Accounts Total Trade Accounts Receivable from Third Parties - Net Related Parties Current Over Due Up to 3 Months > 3 months - 6 months > 6 months - 1 year > 1 year Sub Total Less: Allowance for Doubtful Accounts Total Trade Accounts Receivable from Related Parties - Net Total Trade Accounts Receivable - Net The movements of allowance for doubtful accounts are as follows: Addition or reversal of allowance for doubtful account of related parties is based on review of the status of debtors at the end of the period. Trade accounts receivable of PT Golden First Atlanta, a subsidiary, have been pledged as collateral for loans obtained from PT Bank Central Asia Tbk (see Notes 15.d). Management believes that the allowance for doubtful account is adequate to cover the possibility of uncollectible trade accounts receivable. 30 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 6. Other Accounts Receivable September 30, 2011 Rp December 31, 2010 Rp Third Parties Dividend Promissory Notes (2011: USD 3,500,000 and 2010: USD 4,000,000) Tenant Association for Apartments, Condominium and Shopping Centers Security Services Call Spread Option (see Note 33.c) Others (each less than Rp 5 billion) Sub Total Less: Allowance for Doubtful Accounts 42,854,460,942 30,880,500,000 13,666,739,915 6,441,453,088 -66,963,020,729 160,806,174,674 (6,353,293,962) 16,387,970,632 35,964,000,000 13,766,739,915 6,431,088,288 16,992,504,426 58,435,946,239 147,978,249,500 (6,353,293,962) Total Other Accounts Receivable - Net 154,452,880,712 141,624,955,538 Dividend represents dividend receivables of Bridgewater International Pte Ltd, Bowsprit Capital Corp Ltd. and Lippo-Mapletree Indonesia Retail Trust, subsidiaries, for their investment in REIT (see Note 4). Promissory note represents non-interest bearing promissory notes received from PT Makassar Hotel Network for sales of Aryaduta Hotel Makassar in 2008. The notes were issued by PT Makassar Capital (MC) with total amount of USD 6,000,000. First promissory note amounted to USD 3,000,000 had due on December 31, 2008 and was extended based on Rescheduling Agreement (RA) dated April 22, 2009. Based on RA, MC shall pay to the Company on installment basis whereby the last installment should be paid on October 22, 2009. Up to reporting date, MC had made installment of USD 2,500,000 and the balance of USD 3,500,000 is in process to be extended. Receivable from Tenant Association for Apartments, Condominium and Shopping Centers represents receivables of maintenance, security, electricity and water. Security services represents receivable from PT Artha Sarana Prima for providing security services in Lippo Village area. The Company and subsidiaries’ management believe that allowance for doubtful accounts is adequate to cover the possibility of uncollectible other accounts receivable. 31 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 7. Inventories September 30, 2011 Rp December 31, 2010 Rp Urban Development: Land under Development Residential Houses and Shophouses Apartments Others Sub Total 3,716,163,036,985 703,480,454,234 44,354,212,401 6,809,992,289 4,470,807,695,909 3,176,257,613,520 563,789,954,872 40,353,799,109 6,526,120,007 3,786,927,487,508 Large Scale Integrated Development: Land under Development Apartments Shopping Centers Sub Total 775,703,131,178 733,667,036,317 605,439,639,524 2,114,809,807,019 805,150,121,700 587,146,043,382 459,661,068,085 1,851,957,233,167 Retail Malls: Shopping Centers Land under Development Sub Total 831,373,628,564 531,687,712,461 1,363,061,341,025 818,936,315,818 574,938,160,855 1,393,874,476,673 40,687,451,872 31,407,575,642 3,444,607,367 1,002,151,633 191,887,406 (39,505,683) 4,599,140,723 3,346,698,197 869,272,842 195,769,456 (39,505,683) 4,372,234,812 7,993,965,436,548 7,068,539,007,802 Healthcare: Medical and Non-Medical Supplies Hospitality and Infrastructure: Hotels and Restaurants Recreation and Sports Others Less: Allowance for Decline in Inventories Value Sub Total Total Inventories - Net In 2010, land under development amounted to Rp 117,603,913,069 has been reclassified to investment properties (see Notes 11), and property and equipment has been reclassified to inventory amounted to Rp 221,894,237,841 (see Note 12). In 2011, inventory amounted to Rp 2,930,285,578 has been reclassified to investment properties (see Note 11). Interests and other borrowing costs from bonds (see Note 15.f), loans obtained from PT Bank Negara Indonesia (Persero) Tbk, PT Bank ICBC Indonesia and PT Bank Agroniaga Tbk (see Notes 15.a, 15.b and 15.e) have been capitalized into land under development for the period ended September 30, 2011 and the year ended December 31, 2010 amounted to Rp 233,877,811,528 and Rp 416,256,671,864, respectively. 32 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) As of September 30, 2011, land under development consisted of land covering a net area of approximately 28 hectares in Kelapa Dua and Bencongan Village, 11 hectares in Jalan Lingkar Luar Barat - Puri Kembangan, 15 hectares in Mampang Prapatan District, 3 hectares in Simprug, South Jakarta, 20 hectares in West Panunggangan Village, 30 hectares in Binong Village, 2 hectares in Kelapa Indah Village, 10 hectares in Bonang Village, 20 hectares in Sukanagalih Village, 102 hectares in Margakaya Village, Telukjambe, Karawang, 117 hectares in Cibatu Village, 14 hectares in Serang Village, 34 hectares in Sukaresmi Village, 131 hectares in Cicau Village, 3 hectares in Kuta, Bali, 34 hectares in Tanjung Merdeka Village, 23 hectares in Macini Sombala Village, 15 hectares in Tamanyeleng Village, 32 hectares in Barombong Village and 14 hectares in Mariso District. Medicine inventory and BHP of PT Golden First Atlanta, subsidiary, have been pledged as collateral for loans obtained from PT Bank Central Asia Tbk (see Note 15.d). Land under development owned by PT Lippo Cikarang Tbk, a subsidiary, totaling to 21.9 hectares and 12.7 hectares are pledged for credit facilities obtained from PT Bank Negara Indonesia Tbk (Persero) and PT Bank ICBC Indonesia (see Notes 15.a and 15.b). The Company’s and subsidiaries’ inventories have been insured against all risks, based on a certain insurance policy package of PT Lippo General Insurance Tbk, related party and PT Asuransi Bintang Tbk, third party with the sum insured of Rp 3,481 billion and USD 4,600,000 as of September 30, 2011 and December 31, 2010, respectively. The Company and subsidiaries’ management believe that the sum insured is adequate to cover any possible losses. The Company and subsidiaries’ management were in opinion that there is no impairment in the carrying value of inventories as of September 30, 2011. 8. Advances September 30, 2011 Rp December 31, 2010 Rp Advance for Investments: PT Anugerah Bahagia Abadi PT Guchi Kencana Emas PT Prawira Tata Semesta Sub Total 301,400,000,000 --301,400,000,000 255,000,000,000 57,443,246,813 46,655,579,000 359,098,825,813 Advance for Construction Advance for Land Acquisition Others 187,621,114,929 83,529,971,294 83,298,346,509 225,838,118,982 57,284,570,705 57,073,900,457 Total 655,849,432,732 699,295,415,957 33 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 9. Transaction and Balances with Related Parties The details of the account balance with related parties are as follows: September 30, 2011 Rp December 31, 2010 Rp Percentage from Total Assets/Liabilities September 30, December 31, 2011 2010 % % Investment in Associates PT Surya Citra Investama PT Hyundai Inti Development PT Menara Inti Development PT Medika Sehat Lestari PT Dunia Air Indah PT Tritunggal Sentra Utama PT Lippo Indorent Others 36,320,138,263 11,628,517,024 7,064,356,829 4,999,994,000 3,781,609,500 2,368,153,241 1,026,853,442 712,399,000 36,320,138,263 12,747,230,814 7,573,038,844 4,999,994,000 3,781,609,500 2,368,153,241 1,026,853,442 754,899,000 0.20 0.06 0.04 0.03 0.02 0.01 0.01 -- 0.22 0.08 0.05 0.03 0.02 0.01 0.01 -- Total Investment in Associates 67,902,021,299 69,571,917,104 0.36 0.43 2,186,188,435 5,083,171,699 0.01 0.03 9,919,451,291 4,891,935,451 1,844,024,893 4,301,771,698 20,957,183,333 (12,004,700,338) 9,917,213,291 4,891,935,451 1,975,306,724 4,844,120,868 21,628,576,334 (12,255,328,472) 0.05 0.03 0.01 0.02 0.11 (0.06) 0.06 0.03 0.01 0.03 0.13 (0.08) Total Due from Related Parties - Net 8,952,482,995 9,373,247,862 0.05 0.06 Trade Accounts Payable PT First Media Tbk 8,440,993,616 9,710,280,000 0.10 0.12 Due to Related Parties PT Dunia Air Indah PT Tirta Graha Sentana PT Gita Multi Sarana PT Bumi Lemahabang Permai PT Cahaya Harapan Lain-lain Others (each (masing-masing below Rp 1 billion) dibawah Rp 500 juta) 3,790,587,326 1,620,804,400 750,256,597 233,811,968 -1,244,204,321 3,790,587,326 1,620,804,400 599,731,672 224,811,968 2,799,999,500 1,271,533,613 0.04 0.02 0.01 0.00 -0.01 0.05 0.02 0.01 0.00 0.04 0.02 Total Due to Related Parties 7,639,664,612 10,307,468,479 0.09 0.13 795,222,786,279 776,312,009,263 9.06 9.73 Trade Accounts Receivable Inpatient and Outpatient Due from Related Parties PT Bumi Lemahabang Permai PT Duta Mas Kharisma Indah Employees and Directors Others (each below Rp 1 billion) Total Less: Allowance for Doubtful Accounts Deferred Income PT Matahari Putra Prima Tbk 34 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) September 30, 2011 Rp Net Sales, Services and Other Revenues PT Matahari Putra Prima Tbk 11,525,995,545 Percentage from Total Net Sales September 30, September 30, 2011 2010 % % September 30, 2010 Rp 10,122,637,770 0.40 0.45 The transactions were conducted on equal normal business terms as transactions with third parties unless otherwise disclosed. The significant transactions with related parties are as follows: Related Parties Relationship with the Company PT Matahari Putra Prima Tbk PT Bumi Lemahabang Permai Under Common Control Under Common Control PT Surya Cipta Investama PT Lippo Indorent PT Hyundai Inti Development PT Tritunggal Sentra Utama PT Menara Inti Development PT Medika Sehat Lestari PT Duta Mas Kharisma Indah PT Dunia Air Indah Associate Associate Associate Associate Associate Associate Under Common Control Associate PT Gita Multi Sarana PT Tirta Graha Sentana PT Cahaya Harapan PT First Media Tbk Under Common Control Under Common Control Under Common Control Under Common Control Transactions Deferred income and net sales Non-interest bearing of intercompany charges, advance in connection with the cancellation of land Investment in shares of stock Investment in shares of stock Investment in shares of stock Investment in shares of stock Investment in shares of stock Investment in shares of stock Non-interest bearing of intercompany charges Investment in shares of stock and non-interest bearing of intercompany charges Non-interest bearing of intercompany charges Non-interest bearing of intercompany charges Intercompany advances Rental of lease line Receivable from PT Bumi Lemahabang Permai (BLP) represents receivable of PT Lippo Cikarang Tbk (LC), a subsidiary, which mainly consists of non-interest intercompany accounts arisen from operational cost, unsecured and no fixed repayment period. Payable to BLP represents non-interest bearing of intercompany charges, unsecured and no fixed repayment period. 35 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 10. Land for Development September 30, 2011 Area Value sqm Rp The Company Subsidiaries PT Lippo Cikarang Tbk PT Gowa Makassar Tourism Development Tbk PT Muliasentosa Dinamika PT Erabaru Realindo PT Sentragraha Mandiri PT Sejatijaya Selaras PT Bahtera Pratama Wirasakti PT Surya Makmur Alam Persada Total Land for Development December 31, 2010 Area Value sqm Rp 1,001,010 203,350,714,722 1,001,010 203,350,714,722 3,436,106 2,089,802 803,413 692,082 239,759 121,543 83,405 71,303 8,538,423 394,400,213,870 155,352,024,097 112,455,747,318 16,961,287,500 33,313,592,430 18,526,090,259 15,699,340,352 20,283,623,533 970,342,634,081 3,567,083 2,066,224 803,413 692,082 239,759 121,543 83,405 71,303 8,645,822 395,545,217,623 137,533,188,653 112,455,747,318 16,961,287,500 33,313,592,430 18,620,363,550 15,695,452,595 20,283,623,533 953,759,187,924 Land for development of the Company and subsidiaries are located at Curug Wetan Village, Curug Kulon, Sukabakti in Curug District; Serdang Wetan Village, Rancagong in Legok District; Ciakar Village, Serdang Kulon, Cukang Galih, Tangerang Regency, Banten; Cipambuan Village in Citeureup District, Bogor Regency, West Java; Sukaresmi, Cibatu, Cicau, Sukamukti, Serang, Jayamukti and Pasirsari in Lemahabang District, South Cikarang; Tanjung Merdeka Village, Barombong, Maccini Sombala, Tamanyeleng, Mariso, Benteng Somba Opu in Makassar, South Sulawesi. Site development permits of each land have been obtained from their respective local governors. Interest expense and other borrowing cost of loan obtained from PT Bank Agroniaga Tbk had been capitalized into land for development for the period ended September 30, 2011 and for the year ended December 31, 2010 amounted to Rp 271,801,931 and Rp 1,535,688,268, respectively (see Note 15.e). Land for development of PT Erabaru Realindo, a subsidiary, with area of 65.6 hectare is pledged as collateral for loan obtained from PT Bank Negara Indonesia (Persero) Tbk (see Notes 15.a). Partial Land for development of PT Gowa Makassar Tourism Development Tbk, a subsidiary, with area of 21.4 hectare is pledged as collateral for loan obtained from PT Bank Mandiri (Persero) Tbk (see Note 33.a). 11. Investment Properties Beginning Balance Rp Acquisition Cost Land Building Total Acquisition Cost Accumulated Depreciation Building Total Accumulated Depreciation Carrying Value September 30, 2011 Deduction Reclassification Addition Rp Rp Rp Ending Balance Rp 104,497,432,432 459,734,537,752 564,231,970,184 ---- ---- -2,930,285,578 2,930,285,578 104,497,432,432 462,664,823,330 567,162,255,762 46,246,106,530 46,246,106,530 18,002,890,818 18,002,890,818 --- --- 64,248,997,348 64,248,997,348 517,985,863,654 502,913,258,414 36 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Beginning Balance Rp Acquisition Cost Land Building Total Acquisition Cost Accumulated Depreciation Building Total Accumulated Depreciation Carrying Value December 31, 2010 Deduction Reclassification Addition Rp Rp Rp Ending Balance Rp 101,874,921,232 343,909,635,883 445,784,557,115 ---- ---- 2,622,511,200 115,824,901,869 118,447,413,069 104,497,432,432 459,734,537,752 564,231,970,184 24,766,419,985 24,766,419,985 21,479,686,545 21,479,686,545 --- --- 46,246,106,530 46,246,106,530 421,018,137,130 517,985,863,654 In 2010, the Company had reclassified inventories, and property and equipment to investment properties amounted to Rp 117,603,913,069 and Rp 843,500,000, respectively. In 2011, the Company had reclassified inventories to investment properties amounted to Rp 2,930,285,578. Those inventories and property and equipment were reclassified to investment properties when they were intended to generate rental revenue. Rental revenue earned from investment properties amounted to Rp 67,036,306,052 for the period ended September 30, 2011 and Rp 70,390,281,725 for the year ended December 31, 2010. Depreciation charges are allocated as follows: Cost of Sales and Services Distribution Expenses Total Depreciation Expense September 30, 2011 Rp December 31, 2010 Rp 10,230,482,556 7,772,408,262 18,002,890,818 12,200,180,872 9,279,505,673 21,479,686,545 The Company’s investment properties have been insured against fire damage and other risks to PT Lippo General Insurance Tbk, related party, with sum insured amounted to Rp 341.7 billion as of September 30, 2011 and December 31, 2010, respectively. The Company and subsidiaries’ management were in opinion that the sum insured is adequate to cover any possible losses. 37 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 12. Property and Equipment Beginning Balance Rp Addition September 30, 2011 Deduction Reclassification Rp Rp Rp Ending Balance Rp Acquisition Cost Direct Ownership Land Building, Infrastructure and Renovations Parks and Interiors Golf Course and Club House Transportation Equipment and Vehicles Furniture Fixtures and Office Equipment Tools and Medical Equipment Machinery and Project Equipment Bowling Machinery Playground Areas Sub Total Assets under Finance Lease Construction in Progress Total Acquisition Cost 289,359,411,869 501,468,320,680 20,870,163,890 168,182,844,789 27,472,340,628 328,807,744,262 403,939,873,178 152,774,839,260 14,385,991,861 3,135,746,092 1,910,397,276,509 191,830,000 104,213,945,447 2,014,803,051,956 14,984,140,580 88,702,798,630 593,251,265 251,131,800 2,075,966,794 79,840,301,706 74,788,669,400 2,185,432,246 --263,421,692,421 -159,199,758,905 422,621,451,326 --612,791,100 -276,793,363 701,001,243 1,186,440,733 788,407,503 --3,565,433,942 --3,565,433,942 (50,791,167) 17,968,090,983 --77,534,998 4,721,157,727 11,885,669,654 138,715,078 7,000,000 -34,747,377,273 -(22,299,152,299) 12,448,224,974 304,292,761,282 608,139,210,293 20,850,624,055 168,433,976,589 29,349,049,057 412,668,202,452 489,427,771,499 154,310,579,081 14,392,991,861 3,135,746,092 2,205,000,912,261 191,830,000 241,114,552,053 2,446,307,294,314 Accumulated Depreciation Direct Ownership Building, Infrastructure and Renovations Parks and Interiors Golf Course and Club House Transportation Equipment and Vehicles Furniture Fixtures and Office Equipment Tools and Medical Equipment Machinery and Project Equipment Bowling Machinery Playground Areas Sub Total Assets under Finance Lease Total Accumulated Depreciation 111,055,091,073 17,043,115,891 115,303,326,467 19,264,052,975 252,332,706,809 191,782,402,984 84,048,201,964 14,272,033,272 3,135,746,092 808,236,677,527 191,830,000 808,428,507,527 33,976,471,166 1,090,843,227 6,610,911,088 2,376,122,766 39,402,184,973 32,532,334,654 8,874,051,719 23,644,961 -124,886,564,554 -124,886,564,554 -202,137,687 -263,218,363 323,939,442 1,186,440,733 130,257,604 --2,105,993,829 -2,105,993,829 (1,541,103,545) --77,992,500 1,743,448,901 12,001,231,410 165,942,464 713,244 -12,448,224,974 -12,448,224,974 143,490,458,694 17,931,821,431 121,914,237,555 21,454,949,878 293,154,401,241 235,129,528,315 92,957,938,543 14,296,391,477 3,135,746,092 943,465,473,226 191,830,000 943,657,303,226 Carrying Value 1,206,374,544,429 1,502,649,991,088 Beginning Balance Rp Acquisition Cost Direct Ownership Land Building, Infrastructure and Renovations Parks and Interiors Golf Course and Club House Transportation Equipment and Vehicles Furniture Fixtures and Office Equipment Tools and Medical Equipment Machinery and Project Equipment Bowling Machinery Playground Areas Sub Total Assets under Finance Lease Construction in Progress Total Acquisition Cost 302,826,803,774 498,376,261,259 20,296,594,123 166,999,719,857 22,522,232,431 307,406,423,243 245,291,159,735 137,120,945,514 14,385,991,861 3,536,633,375 1,718,762,765,172 1,896,813,500 245,752,916,546 1,966,412,495,218 Addition December 31, 2010 Deduction Rp Rp 741,108,095 27,399,979,052 573,569,767 1,259,502,376 5,251,480,727 21,467,800,152 156,347,049,627 6,366,565,350 --219,407,055,146 -111,219,957,472 330,627,012,618 38 13,365,000,000 38,663,844,292 --631,132,432 673,543,146 25,658,135 172,947,900 --53,532,125,905 --53,532,125,905 Correction/ Reclassification Rp Ending Balance Rp (843,500,000) 14,355,924,661 -(76,377,444) 329,759,902 607,064,013 2,327,321,951 9,460,276,296 -(400,887,283) 25,759,582,096 (1,704,983,500) (252,758,928,571) (228,704,329,975) 289,359,411,869 501,468,320,680 20,870,163,890 168,182,844,789 27,472,340,628 328,807,744,262 403,939,873,178 152,774,839,260 14,385,991,861 3,135,746,092 1,910,397,276,509 191,830,000 104,213,945,447 2,014,803,051,956 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Beginning Balance Rp Accumulated Depreciation Direct Ownership Building, Infrastructure and Renovations Parks and Interiors Golf Course and Club House Transportation Equipment and Vehicles Furniture Fixtures and Office Equipment Tools and Medical Equipment Machinery and Project Equipment Bowling Machinery Playground Areas Sub Total Assets under Finance Lease Total Accumulated Depreciation Carrying Value 100,677,427,451 14,735,083,023 106,170,433,407 18,435,563,379 218,090,815,403 173,943,979,066 70,208,162,956 14,241,375,456 3,502,354,774 720,005,194,915 745,949,638 720,751,144,553 Addition December 31, 2010 Deduction Rp Rp 27,303,087,873 2,308,032,868 9,353,186,350 1,000,625,335 34,265,032,618 23,227,836,770 13,393,457,873 30,657,816 504,034 110,882,421,537 -110,882,421,537 16,523,081,980 --566,852,432 95,117,205 16,699,802 36,715,010 --17,238,466,429 17,238,466,429 Correction/ Reclassification Rp (402,342,271) -(220,293,290) 394,716,693 71,975,993 (5,372,713,050) 483,296,145 -(367,112,716) (5,412,472,496) (554,119,638) (5,966,592,134) 1,245,661,350,665 Ending Balance Rp 111,055,091,073 17,043,115,891 115,303,326,467 19,264,052,975 252,332,706,809 191,782,402,984 84,048,201,964 14,272,033,272 3,135,746,092 808,236,677,527 191,830,000 808,428,507,527 1,206,374,544,429 Depreciation charges are allocated as follows: September 30, 2011 Rp December 31, 2010 Rp General and Administrative Expenses Cost of Sales and Services Distribution Expenses 61,766,327,640 22,038,189,054 2,500,511,921 65,881,266,199 29,808,662,072 15,192,493,266 Total Depreciation Charges 86,305,028,615 110,882,421,537 The disposal of property and equipment represents sale of assets with details as follows: September 30, 2011 Rp Acquisition Cost Accumulated Depreciation Carrying Value Selling Price Gain on Disposal Deferred Gain on Sale and Leaseback Transaction (Note 20) Gain on Disposal Credited to Statement of Income 3,565,433,942 2,105,993,829 1,459,440,113 1,484,439,757 24,999,644 -24,999,644 December 31, 2010 Rp 53,532,125,905 17,238,466,429 36,293,659,476 220,929,025,288 184,635,365,812 178,461,683,217 6,173,682,595 PT East Jakarta Medika (EJM) sold land and building of Siloam Cikarang Hospital (the Property) to PT Graha Pilar Sejahtera (GPS) at the selling price of SGD 33,333,333 and leaseback the Property (see Note 33.b). In relation of this transaction, EJM recognized gain on sale Property amounted to Rp 5,949,923,669 and deferred gain on sale and leaseback amounted to Rp 178,461,683,217. In 2010, the Company had reclassified property and equipment to investment properties (see Note 11) amounted to Rp 843,500,000 and to inventories amounted to Rp 221,894,237,841 (see Note 7). In 2011, additions of the property and equipment include the property and equipment of acquired companies (see Note 1.c), with acquisition cost of Rp 162,193,197,898 and accumulated depreciation of Rp 38,581,535,939. 39 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Land and building, machinery and office equipment and medical equipment of PT Balikpapan Damai Husada, a subsidiary, was pledged as collateral for loans obtained from Bank Pembangunan Daerah Kalimantan Timur (see Note 15.c). Land and building, Vehicles, machinery and office equipment and medical equipment of PT Golden First Atlanta, a subsidiary, was pledged as collateral for loans obtained from PT Bank Central Asia (see Note 15.d). There is no borrowing cost capitalized into property and equipment. All the Company and subsidiaries’ property and equipment have been insured to PT Lippo General Insurance Tbk, related party, PT Asuransi Bintang Tbk and PT Maskapai Asuransi Sonwelis, third parties against fire damage and other risks, with sum insured amounted to Rp 1,547 billion, SGD 35,584,286 and USD 33,359,623 as of September 30, 2011 and December 31, 2010, respectively. The Company and subsidiaries’ management were in opinion that the sum insured is adequate to cover any possible losses. The Company and subsidiaries’ management were in opinion that there is no impairment in the carrying value of property and equipment as of September 30, 2011. 13. Intangible Assets Excess of Acquisition Cost over the Subsidiaries’ Net Assets Acquisition Cost of Software Total Less: Accumulated Amortization Total Intangible Assets - Net September 30, 2011 Rp December 31, 2010 Rp 514,941,825,562 8,220,776,119 523,162,601,681 (140,473,466,289) 234,065,201,770 5,062,808,194 239,128,009,964 (134,504,453,123) 382,689,135,392 104,623,556,841 The excess of acquisition cost over the subsidiaries’ net assets represents the difference arising from acquisition of PT Nuansa Indah Lestari, PT Aresta Amanda Lestari, PT Aresta Permata Utama, PT Fajar Usaha Semesta, PT Fajar Raya Cemerlang, PT Fajar Abadi Aditama, PT Gowa Makassar Tourism Development Tbk by the Company for Rp 96,070,942,680; acquisition of PT Unitech Prima Indah by PT Ariasindo Sejati, a subsidiary, for Rp 5,470,663,157; acquisition of PT Pendopo Niaga by PT Lipposindo, a subsidiary, for Rp 246,980,535, acquisition of PT Jagat Pertala Nusantara by PT Lippo Vacation, a subsidiary, for Rp 17,621,494,991; acquisition of PT Menara Perkasa Megah by PT Wisma Jatim Propertindo, a subsidiary, for Rp 1,151,986,397; acquisition of PT Menara Bhumimegah by PT Kemang Village, a subsidiary, for Rp 1,707,831,551; acquisition of PT Persada Mandiri Dunia Niaga by PT Wisma Jatim Propertindo, a subsidiary, for Rp 1,542,978,254; acquisition of PT Almaron Perkasa by PT Wahana Usaha Makmur, a subsidiary for Rp 6,114,426,687; acquisition of PT Direct Power by PT Wisma Jatim Propertindo, a subsidiary, for Rp 9,258,357,865; acquisition PT Mujur Sakti Graha by PT Prima Kreasi Propertindo, a subsidiary, for Rp 1,165,878,505; and acquisition of PT Graha Solusi Mandiri by PT Primakreasi Propertindo, a subsidiary, for Rp 38,067,060,305. The addition in 2008 represents acquisition of PT Adhi Utama Dinamika by PT Wahana Usaha Makmur and PT Almaron Perkasa, both are subsidiaries, for Rp 24,783,975,543; acquisition of PT Pamor Paramitha Utama by PT Berkat Langgeng Jaya, a subsidiary, for Rp 10,027,716,935; acquisition of PT Berkat Langgeng Jaya by PT KutaBeach Paragon, a subsidiary, for Rp 3,111,072,589; acquisition of PT Buana Mandiri Selaras by PT Mahaduta Purnama, a subsidiary, for Rp 1,173,290,123, and acquisition of PT Nusa Medika Perkasa by PT Perdana Kencana Mandiri, PT Multiselaras Anugrah, and PT Aritasindo Permai Semesta, all subsidiaries, for Rp 16,550,545,653. In 2011, acquisition of PT Balikpapan Damai Husada by PT Prawira Tata Semesta (PTS), a subsidiary, for Rp 29,312,616,643, acquisition of PTS by 40 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) PT Siloam International Hospitals, a subsidiary, for Rp 55,146,465,217, acquisition of PT Guchi Kencana Emas by PT Siloam International Hospitals, a subsidiary, for Rp 23,540,326,235 and acquisition of Lippo Mapple Indonesia RTM by Peninsula Investment Ltd, a subsidiary, for USD 19,593,926.75 (see Note 1.c). 14. Other Assets September 30, 2011 Rp December 31, 2010 Rp Deferred Charges Restricted Funds Project Advances Others 276,163,595,792 149,789,481,453 15,494,106,074 33,921,590,752 143,749,535,621 93,352,635,515 11,834,755,354 20,599,486,878 Total Other Assets 475,368,774,071 269,536,413,368 Deferred charges represents the Company’s training and development of professional employees for preparation of Mochtar Riady Comprehensive Cancer Center operation, and marketing and sales expenditures incurred by PT Almaron Perkasa and PT Mandiri Cipta Gemilang, subsidiaries, for Kemang Village and St. Moritz project, respectively. The cost will be amortized systematically in accordance with recognition of revenue from the abovementioned projects. Restricted fund represents the Company and subsidiaries’ time deposits placement in relation to mortgages agreements (KPR and KPA) entered by the Company and subsidiaries with their respective banks. These deposits earn an equal interest to the Rupiah’s denominated time deposits owned by the Company and subsidiaries (see Note 3). 41 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 15. Loans September 30, 2011 Rp December 31, 2010 Rp 105,000,000,000 100,000,000,000 45,240,209,368 34,554,146,598 -284,794,355,966 448,172,201,824 ---11,450,000,000 459,622,201,824 Non Bank f. Bonds (2011: USD 395,608,000; 2010: USD 336,854,000) 3,441,668,031,292 2,916,240,540,290 Total Loans 3,726,462,387,258 3,375,862,742,114 Third Parties Banks a. PT Bank Negara Indonesia (Persero) Tbk b. PT Bank ICBC Indonesia c. Bank Pembangunan Daerah Kalimantan Timur d. PT Bank Central Asia Tbk e. PT Bank Agroniaga Tbk a. PT Bank Negara Indonesia (Persero) Tbk Based on Deed of Credit Agreement No. 34 dated October 30, 2006 made in presence of H. Zamri, S.H., a notary in Jakarta, which was renewed by Deed of Credit Agreement No. 46 dated March 29, 2007 of the same notary, the Company obtained a Working Capital Credit facility with maximum amount of Rp 250,000,000,000 and bears an annual interest rate of 12%. This loan was used to finance property and other businesses, except for land acquisition and matured on October 29, 2007. Furthermore, based on Deed of Credit Agreement No. 44 dated March 29, 2007 made in presence of H. Zamri, S.H., a notary in Jakarta, the Company obtained additional Working Capital Credit facility with maximum amount of Rp 20,000,000,000 resulting in total Working Capital Credit facility amounted to Rp 270,000,000,000. This loan bears an annual interest rate of 12% and matured on October 29, 2007. These loans have been extended to October 29, 2008. Based on Amendment of Credit Agreement Nos. 34 and 44 dated November 3, 2009, respectively, these loans were extended starting from October 30, 2008 to June 12, 2010 and can be extended with written approval of both parties. Based on amendment of Credit Agreement Nos. (4) 34 and (3) 44, these loan have been extended to June 12, 2011. These loans have been further extended to September 12, 2011. These facilities will be monthly extended until formal approval is obtained. As of September 30, 2011 and December 31, 2010, the outstanding balance of this loan amounted to Rp 55,000,000,000 and Rp 238,922,201,824, respectively. Based on Deed of Credit Agreement No. 45 dated March 29, 2007 made in presence of H. Zamri, S.H., a notary in Jakarta, the Company obtained a term loan credit facility with maximum amount of Rp 270,000,000,000. This loan bears an annual interest rate of 12%. The loan was used to finance the Company’s projects in Urban Development, Large Scale Integrated Development, Retail Malls, Healthcare and Hospitality and Infrastructure, except for land acquisition and matured on March 29, 2011. As of December 31, 2010, the outstanding balance of this loan amounted to Rp 209,250,000,000 and has been fully paid by the Company on March 10, 2011. Both facilities are secured by collaterals as follows: 14 (fourteen) parcels of land with area of 109,145 sqm, consist of part of Right to Build (HGB) Nos. 2588, 2591, 2592, 2623, 2684, 2685, 2686, 2696, 2722, 3089, 3088, 3638, 1810, and 1811 registered under the name of PT Mandiri Cipta Gemilang, a subsidiary; Property trade accounts receivable (excluding account receivable from land sold) amounted to Rp 340.6 billion. 42 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Interests and other borrowing costs capitalized into inventories as of September 30, 2011 and December 31, 2010 amounted to Rp 8,293,661,705 and Rp 59,735,186,913, respectively (see Note 7). Based on loan agreement, the Company, among others, needs to maintain as follows: Current ratios minimum 1 x; Debt to equity ratio maximum 2.7 x; and Debt service coverage minimum 100%. Based on Deed of Credit Agreement No. 32 dated March 29, 2011 made in presence of Wenda Taurusita Amidjaja, S.H., a notary in Jakarta, PT Lippo Cikarang Tbk (LC), a subsidiary, obtained a working capital credit facility with maximum amount of Rp 50,000,000,000 and bears an annual interest rate of 12%. This loan was used to finance property and other businesses, except for land acquisition and will mature on March 28, 2012. As of September 30, 2011, the outstanding balance of this loan amounted to Rp 50,000,000,000. Based on Deed of Credit Agreement No. 33 dated March 29, 2011 made in presence of Wenda Taurusita Amidjaja, S.H., a notary in Jakarta, LC obtained a term loan credit facility with maximum amount of Rp 432,782,000,000 and bears an annual interest rate of 12%. This loan was used to refinance loan from the Company and will mature on March 28, 2016. Up to September 30, 2011, LC has not used this facility. Both facilities are secured by collaterals as follows: 10 (ten) parcels of land with area of 655,945 sqm, consist of Right to Build (HGB) Nos. 37, 38, 39, 40, 2002, 2003, 2004, 2005, 2006 and 5981 registered under the name of PT Erabaru Realindo, a subsidiary; 1 (one) parcel of land with area of 127,404 sqm, with Right to Build (HGB) No. 8302 registered under the name of LC; Property trade receivable (excluding account receivable from land sold) amounted to Rp 62.5 billion. b. PT Bank ICBC Indonesia Based on deed of Credit Agreement No. 85 dated October 20, 2010, made in presence of Mellyani Noor Shandra, S.H., a notary in Jakarta, the Company, obtained on Demand Fixed Loan Credit Facility with maximum amount of Rp 90,000,000,000, with annual interest rate of 11.75%. This loan was used as working capital and matured on October 25, 2011. As of September 30, 2011, the outstanding balance of this loan amounted to Rp 10,000,000,000. This facility was secured by collaterals as follows: One parcel of land with area of 94,500 sqm with part of Right to Build (HGB) No. 56/Sukaresmi registered under the name of PT Waska Sentana. One parcel of land with area of 2,500 sqm with HGB No. 2012/Sukaresmi registered under the name of PT Waska Sentana. Interests and other borrowing costs capitalized into inventories as of September 30, 2011 amounted to Rp 910,000,000 (see Note 7). Based on deed of Credit Agreement No. 86 and 87 dated October 20, 2010, made in presence of Mellyani Noor Shandra, S.H., a notary in Jakarta, PT Lippo Cikarang Tbk (LC) obtained on Demand Fixed Loan Credit Facility with maximum amount of Rp 90,000,000,000, with annual interest rate of 11.75%. This loan was used as working capital and matured on October 25, 2011. As of September 30, 2011, the outstanding balance of this loan as of September 30, 2011, amounted to Rp 90,000,000,000. 43 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Both facilities are secured by collaterals as follows: One parcel of land with area of 38,901 sqm with HGB No. 178/Sukaresmi registered under the name of PT Waska Sentana. One parcel of land with area of 85,180 sqm with part of Right to Build (HGB) No. 56/Sukaresmi registered under the name of PT Waska Sentana. c. Bank Pembangunan Daerah Kalimantan Timur Based on Credit Agreement No. 005/870/9200/Kl.59/BPKDP/2008 dated February 25, 2008, PT Balikpapan Damai Husada (BDH), a subsidiary, obtained Investment Credit Facility (Non PRK) with maximum amount of Rp 50,000,000,000, bears an annual interest rate of 11.5%. This loan was used as an additional investment fund for hospital refurbishment and to settle loan obtained from PT Bank Mandiri Tbk. This loan will mature on February 25, 2019. This facility was secured by collaterals as follows: 1 (one) parcel of land with area of 12,562 sqm, including hospital building with area of 8,024 sqm with Right to Build (SHGB) No. 2069 located at MT. Haryono street, RT 35, Gang Bahagia, Balikpapan, registered under the name of PT Putra Adi Perkasa. Office equipment, machinery and medical equipment amounted to Rp 8,665,020,000. There is no restrictive financial ratios which should be maintained by BDH. d. PT Bank Central Asia Tbk Based on Credit Agreement No. 1 dated April 1, 2003 made in presence of Yandes Effriady, S.H., a notary in Jambi and Letter of Credit Approval No. 0242/JAM/2010 dated February 3, 2010, which was renewed by Amendment of Credit Agreement No. 54 dated July 19, 2010 made in presence of Hasan, S.H., a notary in Jambi, PT Golden First Atlanta (GFA), a subsidiary, obtained a credit facility as follows: Local Credit Facility (Current Account) with maximum amount of Rp 5,000,000,000. Investment Credit Facility with maximum principle amount of Rp 32,419,314,946. These loans bear an annual interest rate of 12% and will mature on February 5, 2012 and December 20, 2016. Both facilities are secured by collaterals as follows: 3 (three) parcel of land with area of 7,112 sqm, including its building consist of Right to Build (SHGB) No. 840, No. 841 and No. 842/ Paal Merah, registered under the name of GFA. Medical equipment, 3 vehicles, furniture and office equipment, trade account receivable, medicines inventory and BHP. e. PT Bank Agroniaga Tbk Based on Credit Agreement No. 73 dated June 23, 2004 which has been extended up several times, latest by Credit Agreement Letter No. AB/cr.S/043/PPK/IX/2010 dated September 30, 2010, PT Gowa Makassar Tourism Development Tbk (GMTD), a subsidiary, obtained an approval alteration of credit facility became as follows: Pinjaman Tetap Reguler (PTR I) – Non Revolving amounted to Rp 16,500,000,000 Pinjaman Tetap Reguler (PTR II) – Revolving amounted to Rp 7,000,000,000 44 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) This facility is secured by collaterals as follows: 13 (thirteen) parcel of land with area of 183,480 sqm, consist of Right to Build (HGB) Nos. 20001, 20002, 20003, 20004, 20005, 20006, 20007, 20008, 20009, 20010, 20011, 20012 and 20013 located in Barombong Village, Tamalate District, Makassar, South Sulawesi Province registered under the name of GMTD. Land and building with area of 82,478 sqm and 781 sqm, respectively, based on HGB No. 20588 located in Tanjung Merdeka, Tamalate District, Makassar, South Sulawesi Province registered under the name of GMTD. Interest expense and other borrowing cost capitalized into inventories for the period ended September 30, 2011 and for the year ended December 31, 2010 amounted to Rp 305,209,177 and Rp 1,731,605,478, respectively (see Note 7) and capitalized into land for development for the period ended September 30, 2011 and for the year ended December 31, 2010 amounted to Rp 271,801,931 and Rp 1,535,688,268, respectively (see Note 10). There is no restrictive financial ratio which should be maintained by GMTD. This loan has been fully paid by GMTD on April 8, 2011. f. Bonds September 30, 2011 Rp December 31, 2010 Rp Nominal (2011: USD 395,608,000 and 2010: USD 336,854,000) Premium Bond Issuance Cost - Net 3,490,449,384,000 75,225,842,679 (124,007,195,387) 3,028,654,314,000 -(112,413,773,710) Total 3,441,668,031,292 2,916,240,540,290 Bond Issuance Costs Less: Accumulated Amortization 160,410,080,171 (36,402,884,784) 185,559,382,173 (73,145,608,463) Unamortized Bond Issuance Cost 124,007,195,387 112,413,773,710 On March 9, 2006, Lippo Karawaci Finance B.V., a subsidiary, issued unsecured bonds with nominal value of USD 250,000,000 and annual interest rate of 8.875% and were listed in Singapore Stock Exchange. The bond has 5 years period and will due on March 9, 2011. Payments of interest will be conducted every 6 months. As of December 31, 2010, the outstanding accrued interest expense amounted to USD 1,828,390 (equivalent to Rp 16,439,050). On May 11, 2010, part of bonds amounted to USD 183,754,000 was exchanged with bonds issued by Sigma Capital Pte. Ltd., a subsidiary. This Bond has been fully paid on March 9, 2011. In relation to exchange offer program of bonds, on May 11, 2010, Sigma Capital Pte. Ltd. (SC), a subsidiary, issued unsecured bonds with nominal value of USD 270,608,000 and furthermore on February 17, 2011, SC issued unsecured bonds with nominal value of USD 125,000,000. Both bonds bear an annual interest rate of 9% and were listed in Singapore Stock Exchange and will due on April 30, 2015. Payments of interest will be conducted every 6 months. As of September 30, 2011 and December 31, 2010, accrued interest expense amounted to USD 14,835,300 and USD 4,059,120 (equivalent to Rp 130,891,851,900 and Rp 36,495,547,920), respectively. 45 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Interest expense and other borrowing cost capitalized into inventories for the period ended September 30, 2011 and for the year ended December 31, 2010 amounted to Rp 224,368,940,646 and Rp 354,789,879,473, respectively (see Note 7). This bonds have been rated B+ by Standard & Poor's, B1 by Moody's and B+ by Fitch. The Company has to comply with certain restrictions under bond covenants as stipulated in Offering Circular. The Company has entered into Non Deliverable USD Call Spread Option facility agreements with certain third parties to hedge foreign exchange fluctuation risk on this foreign currency bond (see Note 33.c). 16. Accrued Expenses September 30, 2011 Rp December 31, 2010 Rp Estimated Cost for Construction Interest Endowment Care Fund Transfer of Ownership Tax Hedging Premium Professional Fees Electricity, Water and Telephone Salaries and Employees’ Benefits Others 290,541,480,899 141,943,915,770 28,621,341,711 26,494,854,254 24,405,153,278 8,911,854,762 8,180,456,880 6,303,100,521 45,899,000,966 310,549,884,908 56,279,388,686 21,596,987,047 25,183,410,755 10,752,187,050 5,615,267,862 8,067,017,486 3,173,775,373 46,135,741,256 Total Accrued Expenses 581,301,159,041 487,353,660,423 17. Taxation a. Income Tax Benefit (Expense) September 30, 2011 September 30, 2010 Rp Rp Current Deferred (129,734,934,076) (2,554,371,808) (88,802,303,534) 11,264,226,509 Total Income Tax Expense (132,289,305,884) (77,538,077,025) Reconciliation between income before income tax expense as presented in the consolidated statements of income, and the Company’s taxable income is as follows: September 30, 2011 September 30, 2010 Rp Rp Income before Income Tax Expense Deduct: Income from Subsidiaries The Company’s Commercial Net Income (Loss) 46 702,106,469,185 476,503,181,012 681,791,559,623 20,314,909,562 474,372,383,258 2,130,797,754 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) September 30, 2011 September 30, 2010 Rp Rp Temporary Differences Amortization of Deferred Charges Depreciation of Direct Ownership of Property and Equipment Deferred Gain on Sale and Leaseback Transactions Sub Total Permanent Differences Expense of Income Subjected to Final Tax Donation and Representation Interest Income Income Subject to Final Tax - Net Sub Total The Company's Estimated Tax Loss -(3,005,712,583) (5,477,585,058) (8,483,297,641) (14,185,984) (3,005,712,583) (5,477,585,058) (8,497,483,625) 97,998,932,130 534,961,742 (73,108,181,746) (100,847,272,393) (75,421,560,267) 156,530,942,308 465,663,694 (30,616,046,908) (160,414,097,857) (34,033,538,763) (63,589,948,346) (40,400,224,634) Calculation of estimated current income tax and tax payable is as follows: September 30, 2011 September 30, 2010 Rp Rp The Company Estimated Tax Loss (63,589,948,346) (40,400,224,634) Subsidiaries Estimated Taxable Income 319,988,010,715 145,696,685,228 51,309,981,759 -51,309,981,759 31,871,974,510 -31,871,974,510 4,121,408,873 74,303,543,444 78,424,952,317 7,214,704,194 49,715,624,830 56,930,329,024 129,734,934,076 88,802,303,534 Consolidated Income Tax Payable Article 29 Estimated Consolidated Income Tax Article 29 Prior Year Income Tax Article 29 51,309,981,759 26,550,170,858 31,871,974,510 58,345,813,776 Total Consolidated Income Tax Payable Article 29 77,860,152,617 90,217,788,286 Current Income Tax Tax Credit Estimated Income Tax of Subsidiaries Article 29 Final Tax Expense The Company Subsidiaries Consolidated Final Tax Expense Consolidated Income Tax Expense 47 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Reconciliation between tax expense and the multiplication of the consolidated income before income tax with the prevailing tax rate is as follows: September 30, 2011 September 30, 2010 Rp Rp Income before Income Tax Expense According to the Consolidated Statements of Income Deduct: Income of Subsidiaries The Company’s Commercial Net Income (Loss) Income Tax Expense at Effective Tax Rate 25% Income Subject to Final Tax - Net Interest Income Donation and Representation Tax Loss Expense of Income Subjected to Final Tax Income Tax Expense of the Company Final Tax Expense of the Company Total Income Tax Expense of the Company Income Tax Expense of the Subsidiaries Deferred Tax of the Subsidiaries Current Tax of the Subsidiaries Final Tax Expense of the Subsidiaries Total Income Tax Expense of the Subsidiaries Total Income Tax Expense b. 702,106,469,185 476,503,181,012 681,791,559,623 20,314,909,562 474,372,383,258 2,130,797,754 (5,078,727,391) 25,211,818,098 18,277,045,436 (133,740,436) (15,897,487,085) (24,499,733,033) (2,120,824,411) (4,121,408,873) (6,242,233,284) (532,699,439) 40,103,524,465 7,654,011,727 (116,415,924) (10,100,056,159) (39,132,735,577) (2,124,370,907) (7,214,704,194) (9,339,075,101) (433,547,397) (51,309,981,759) (74,303,543,444) (126,047,072,600) 13,388,597,416 (31,871,974,510) (49,715,624,830) (68,199,001,924) (132,289,305,884) (77,538,077,025) Deferred Tax Asset – Net Detail of deferred tax assets and liabilities is as follows: January 1, 2010 Rp The Company Amortization of Deferred Income from Sale and Lease Back Transactions Estimated Liabilities on Employees’ Benefits Allowance for Doubtful Accounts Amortization of Deferred Expense Depreciation Charged to Consolidated Statements of Income Rp December 31, 2010 Rp Subsidiaries 21,804,924,745 16,352,576,986 3,772,701,536 3,546,496 (7,353,881,702) 34,579,868,061 26,549,743,687 (1,825,861,686) (10,835,548,730) (807,074,928) (3,546,496) (76,355,939) (13,548,387,779) 25,055,582,072 19,979,063,059 5,517,028,256 2,965,626,608 -(7,430,237,641) 21,031,480,282 51,605,325,759 Deferred Tax Assets - Net 61,129,611,748 11,507,194,293 72,636,806,041 48 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) December 31, 2010 Rp The Company Amortization of Deferred Income from Sale and Lease Back Transactions Estimated Liabilities on Employees’ Benefits Allowance for Doubtful Accounts Depreciation c. Charged to Consolidated Statements of Income Rp September 30, 2011 Rp Subsidiaries 19,979,063,059 5,517,028,256 2,965,626,608 (7,430,237,641) 21,031,480,282 51,605,325,759 (1,369,396,265) --(751,428,146) (2,120,824,411) (433,547,397) 18,609,666,794 5,517,028,256 2,965,626,608 (8,181,665,787) 18,910,655,871 51,171,778,362 Deferred Tax Assets - Net 72,636,806,041 (2,554,371,808) 70,082,434,233 Taxes Payable Income Tax Article 25/29 Final Article 23 Article 21 Article 26 Value Added Tax Hotel and Restaurant Tax Entertainment Tax Total Taxes Payable September 30, 2011 Rp December 31, 2010 Rp 77,860,152,617 44,169,385,348 25,733,312,873 7,841,892,940 136,294,650 30,137,917,596 2,383,528,373 866,024,342 97,275,355,671 26,863,044,134 2,488,509,563 8,363,788,639 23,047,376,387 41,307,611,464 2,341,188,903 607,121,645 189,128,508,739 202,293,996,406 The Company received Under Payment Tax Assessment Letters (SKPKB) for Income Tax Article 23 and Income Tax Article 26 amounted to Rp 16.7 billion and Rp 73.2 billion, respectively for fiscal year 2007. The Company objected for all SKPKB. On October 25, 2010, the Company received a Decision Letter No. KEP-1037/WPJ.07/2010 and No: KEP 1039/WPJ.07/2010 from tax office which rejected the Company’s objection on SKPKB. The Company filed an appeal to such decision for income tax article 26 and until the completion date of the consolidated financial statements, the Company has not received the decision from Tax Court. 49 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 18. Advance from Customers Third Parties Apartment Residential Houses and Shophouses Shopping Centers Land Lots Total Advance from Customers September 30, 2011 Rp December 31, 2010 Rp 909,831,160,710 565,897,628,021 361,308,218,338 403,322,290,615 742,933,483,836 392,699,251,812 225,432,863,245 317,524,174,081 2,240,359,297,684 1,678,589,772,974 Details of the percentage of advances from customer to sales price on September 30, 2011 and December 31, 2010: September 30, 2011 Rp December 31, 2010 Rp 100% 50% - 99% 20% - 49% below 20% 1,169,027,730,068 272,819,689,160 594,937,427,165 203,574,451,291 1,011,478,106,884 257,375,012,910 341,937,536,831 67,799,116,349 Total 2,240,359,297,684 1,678,589,772,974 September 30, 2011 Rp December 31, 2010 Rp 795,222,786,279 776,312,009,263 88,706,526,012 -9,877,031,428 98,583,557,440 80,478,700,928 45,143,095,372 8,995,740,726 134,617,537,026 893,806,343,719 910,929,546,289 19. Deferred Income Related Parties Rent (see Note 9) Third Parties Rent Excess of Net Assets over Acquisition Cost - Net Others Sub Total Total Deferred Income 50 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 20. Deferred Gain on Sale and Leaseback Transaction Acquisition Cost Accumulated Depreciation Carrying Value Proceeds Less: Gain Credited to Statement of Income Deferred Gain on Sale and Leaseback Transations Foreign Exchange Accumulated Amortization Deferred Gain on Sale and Leaseback - Net September 30, 2011 Rp December 31, 2010 Rp 474,480,916,099 127,538,766,701 346,942,149,398 1,246,965,217,595 5,949,923,669 894,073,144,528 (14,632,012,106) (234,999,574,431) 474,480,916,099 127,538,766,701 346,942,149,398 1,246,965,217,595 5,949,923,669 894,073,144,528 (5,840,960,634) (192,595,003,697) 644,441,557,991 695,637,180,197 Deferred gain on sale and leaseback transactions is amortized proportionally over 15 years of lease period using the straight line method (see Note 33.b). 21. Estimated Liabilities on Employees’ Benefits The Company and subsidiaries appointed independent actuaries to determined and recognized liabilities on employees’ benefits in accordance with the existing manpower regulations. Estimated liabilities on employees’ benefits as of December 31, 2010 was calculated by PT Jasa Aktuaria Japa and PT Dayamandiri Dharmakonsilindo whose reports dated January 12, 2011, respectively. Management is in the opinion that the estimate of employees’ benefits is sufficient to cover such liabilities. Reconciliation of changes on liabilities recognized in consolidated balance sheets: December 31, 2010 Rp Liabilities at Beginning of the Year Payment of Employees’ Benefit in Current Year Company’s Contribution Recognized Employees' Benefit Expense in Current Year 112,248,363,748 (17,973,978,002) 373,312,533 22,441,750,560 Estimated Employees’ Benefits Liabilities as at Balance Sheets Date 117,089,448,839 Present value of liability, related current service cost and past service cost has been calculated by independent actuaries by using the following assumptions: December 31, 2010 Interest Rates Salary Increase Projection Rate Mortality Rate Permanent Disability Rate Withdrawal Rate : : : : : Proportion Method Intake of Normal Pension Method Method : : 51 10% 8% Indonesia – II 10% x TMI – II 1% for age 18 – 44, 0% for age 45 – 54 -Projected Unit Credit These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 22. Capital Stock The Company’s stockholders composition as of September 30, 2011 and December 31, 2010 are as follows: Stockholders Total Shares September 30, 2011 Percentage Issued Ownership and Fully Paid % Rp Pacific Asia Holdings Ltd Fidelity Magellan Fund Others (each less than 5%) 4,126,619,908 1,346,733,625 17,604,336,086 17.88 412,661,990,800 5.84 134,673,362,500 76.28 1,760,433,608,600 Total 23,077,689,619 100.00 2,307,768,961,900 Stockholders December 31, 2010 Percentage Issued Ownership and Fully Paid % Rp Total Shares Pacific Asia Holdings Ltd Fidelity Magellan Fund Capital Bloom Investment Ltd Others (each less than 5%) Total 3,039,619,908 1,227,975,625 1,138,293,750 16,221,800,336 21,627,689,619 14.05 303,961,990,800 5.68 122,797,562,500 5.26 113,829,375,000 75.00 1,622,180,033,600 100.00 2,162,768,961,900 In 2010, the Company issued 4,325,537,924 new shares (see Note 1.b) through Limited Public Offering III. On December 29, 2010, these shares were listed in Indonesia Stock Exchange. On June 6, 2011, the Company issued 1,450,000,000 new shares (see Note 1.b) through Non Preemptive Rights Issuance. 23. Additional Paid-in Capital – Net September 30, 2011 Rp December 31, 2010 Rp Rights Issue I Premium on Stock Stock Issuance Cost Sub Total 87,283,750,000 (11,844,180,664) 75,439,569,336 87,283,750,000 (11,844,180,664) 75,439,569,336 Rights Issue II Premium on Stock Stock Issuance Cost Sub Total 485,048,197,150 (7,442,812,013) 477,605,385,137 485,048,197,150 (7,442,812,013) 477,605,385,137 Premium on Exercising Warrant Series I 659,475,970,000 659,475,970,000 91,701,282,075 91,701,282,075 Excess of Market Value Over Par Value of Stock Issued in Business Combination Exercised under Purchase Method 52 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Rights Issue III Premium on Stock Stock Issuance Cost Sub Total Non Preemptive Rights Issuance Premium on Stock Stock Issuance Cost Sub Total Total Additional Paid-in Capital - Net September 30, 2011 Rp December 31, 2010 Rp 1,946,492,065,800 (16,336,206,199) 1,930,155,859,601 1,946,492,065,800 (5,977,083,038) 1,940,514,982,762 812,000,000,000 (769,067,852) 811,230,932,148 ---- 4,045,608,998,297 3,244,737,189,310 The excess of market value over par value of stock issued during business combination exercised under purchase method represents the difference between the highest share price reached during the 90 day period prior to the announcement of the business combination and par value of the Company’s issued shares. Premium on exercising Warrant Series I represents the difference between warrant execution price and par value. On June 6, 2011, the Company issued 1,450,000,000 new shares (see Note 1.b) through Non Preemptive Rights Issuance. 24. Difference in Value from Restructuring Transactions between Entities Under Common Control – Net Rp Transaction from Before Business Combination Net Asset Value of PT Saptapersada Jagatnusa Acquisition Cost Difference in Value 322,884,648 (5,000,000,000) (4,677,115,352) Transaction from Business Combination Net Asset Value of Siloam Acquisition Cost Difference in Value Realization in 2009 Net 275,837,221,176 (85,173,967,500) 190,663,253,676 (84,027,724,260) 106,635,529,416 Net Asset Value of Lippo Land Acquisition Cost Difference in Value 69,227,950,557 (265,747,071,500) (196,519,120,943) Net Asset Value of Aryaduta Acquisition Cost Difference in Value Realization in 2009 Net 199,314,766,000 (39,637,690,500) 159,677,075,500 (45,581,021,356) 114,096,054,144 Total - Net 19,535,347,265 53 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Difference in value from the restructuring transaction of PT Saptapersada Jagatnusa (SPJN), was incurred during the acquisition of SPJN by the Company in 2001. Difference in value from restructuring transactions between entities under common control from business combination amounted to Rp 190,663,253,676, (Rp 196,519,120,943), and Rp 159,677,075,500, respectively, was incurred from the merger of ex Siloam (including ex Sumber Waluyo), ex Lippo Land, and ex Aryaduta in 2004. The difference was determined from the difference in net asset value of ex Siloam (including ex Sumber Waluyo), ex Lippo Land, and ex Aryaduta and the nominal value of new shares issued by the Company. The realization of difference in value from restructuring transactions between entities under common control amounting to Rp 129,608,745,616 due to disposal of land and building of hospital and hotel and presented as part of other income – others net in 2009. 25. Unrealized Gain (Loss) on Changes in Fair Value of Available-for-Sale Financial Assets Investment in FREIT (see Note 4) Bridgewater International Ltd Bowsprit Capital Pte Ltd Investment in LMIRT (see Note 4) Bridgewater International Ltd Lippo Mappletree Indonesia RTM Ltd Unrealized Gain on Changes in Fair Value of Available-for-Sale Financial Assets September 30, 2011 Rp December 31, 2010 Rp (1,906,478,024) 14,389,490,688 (11,327,794,104) 10,091,153,200 88,038,957,074 35,959,484,988 -26,820,202,955 136,481,454,726 25,583,562,051 26. Cash Dividend and Reserved Fund Based on Deed of Annual General Meeting of Shareholders Resolution No. 1 dated May 3, 2010 made in presence of Unita Christina Winata, S.H., a notary in Tangerang, the Company’s shareholders approved among others, no dividend for the year ended December 31, 2009 and to increase the reserved fund amounted to Rp 1,000,000,000 from retained earnings of 2009. On December 1, 2010, the Company paid interim dividend amounted to Rp 2.88 per share. Based on Deed of Annual General Meeting of Shareholders Resolution No. 13 dated February 23, 2011 made in presence of Unita Christina Winata, S.H., a notary in Tangerang, the Company’s shareholders approved among others, disbursement of cash dividend amounted to Rp 150 billion. 54 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 27. Net Sales, Services and Other Revenues September 30, 2011 September 30, 2010 Rp Rp Urban Development: Land Lots Residential Houses and Shophouses Memorial Park Asset Enhancements Sub Total 521,098,930,299 306,738,357,703 82,684,302,360 10,476,283,360 920,997,873,722 322,039,616,696 192,564,310,156 65,713,709,695 8,311,490,029 588,629,126,576 Large Scale Integrated Development: Apartments Asset Enhancements Sub Total 488,188,958,214 19,305,682,498 507,494,640,712 399,581,953,883 16,124,375,853 415,706,329,736 Retail Malls: Asset Enhancements Shopping Centers Sales Return of Shopping Centers Sub Total 97,547,481,809 6,229,518,985 (1,368,456,349) 102,408,544,445 77,354,769,957 10,477,054,150 (7,316,103,831) 80,515,720,276 198,350,705,589 189,783,812,070 64,138,626,159 22,625,874,761 11,793,452,616 571,424,891 31,203,880,818 176,840,574,861 156,037,241,094 63,292,790,942 21,819,455,225 9,868,230,988 405,872,200 18,669,351,828 235,397,416,877 116,366,611,158 12,381,234,551 11,657,795,079 894,270,834,569 195,005,594,948 94,695,452,281 11,695,117,063 11,470,254,954 759,799,936,384 Hospitality and Infrastructure: Hotels and Restaurants Town Management Water and Sewage Treatment Recreation and Sports Others Sub Total 160,402,099,590 64,050,502,971 59,561,697,559 36,965,158,428 23,185,291,571 344,164,750,119 144,092,575,257 62,527,633,038 51,850,974,709 33,245,372,248 17,279,081,520 308,995,636,772 Property and Portfolio Management: Management Fees 137,845,717,343 74,871,131,547 2,907,182,360,910 2,228,517,881,291 Healthcare: Inpatient Department Medical Support Services and Professional Fees Drugs and Medical Supplies Ward Fees Administration Fees Operating Theater Delivery Fees Others Outpatient Department Medical Support Services and Professional Fees Drugs and Medical Supplies Registration Fees Others Sub Total Total Net Sales, Service and Other Revenues Management fees revenue represents revenue of shopping centers management services and as manager of REIT. Revenue from asset enhancement represents revenue from rental of the Company’s assets. There are no sales to customer with sales amount above 10% of net revenues for respective periods. 55 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 28. Cost of Sales and Services September 30, 2011 September 30, 2010 Rp Rp Urban Development: Land Lots Residential Houses and Shophouses Memorial Park Sub Total 296,706,403,113 192,419,087,511 15,861,872,821 504,987,363,445 104,602,009,477 124,922,129,396 11,350,982,134 240,875,121,007 Large Scale Integrated Development: Apartments Asset Enhancements Sub Total 255,611,309,493 12,245,800,396 267,857,109,889 218,837,915,026 1,289,511,103 220,127,426,129 Retail Malls: Asset Enhancements Shopping Centers Sales Return of Shopping Centers Sub Total 23,346,342,919 2,836,450,706 (834,786,531) 25,348,007,094 25,271,037,044 3,239,547,633 (2,412,715,364) 26,097,869,313 195,492,567,976 137,141,158,824 22,161,006,232 14,017,382,563 10,884,139,702 4,566,682,333 12,961,181,458 177,256,702,012 105,407,477,628 17,715,632,125 11,275,168,204 8,803,778,105 3,193,471,386 5,676,526,166 149,172,765,766 76,689,665,910 15,568,716,414 8,020,806,491 2,954,317,243 10,795,343,769 660,425,734,681 133,043,820,368 70,980,579,668 15,507,777,743 8,433,617,349 2,109,662,014 6,364,602,048 565,768,814,816 55,842,092,309 40,283,250,876 20,832,209,846 11,982,808,086 6,382,952,650 135,323,313,767 62,185,295,216 33,309,439,965 20,402,653,344 11,939,828,127 11,376,682,019 139,213,898,671 52,347,112,602 13,086,685,881 1,646,288,641,478 1,205,169,815,817 Healthcare: Inpatient Department Salaries and Employees’ Benefits Drugs and Medical Supplies Clinical Supplies Depreciation Food and Beverages Repair and Maintenance Others Outpatient Department Salaries and Employees’ Benefits Drugs and Medical Supplies Clinical Supplies Depreciation Repair and Maintenance Others Sub Total Hospitality and Infrastructure: Hotels and Restaurants Town Management Water and Sewage Treatment Recreation and Sports Others Sub Total Property and Portfolio Management: Management Fees Total Cost of Sales and Services There are no purchases above 10% of net revenues for respective periods. 56 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 29. Operating Expenses a. Distribution Expenses Marketing and Advertising Salaries and Employees’ Benefits Repairs and Maintenance Management Fees Depreciation Office Supplies Transportation and Accommodation Rent Electricity and Water Communication Others Total Distribution Expenses b. September 30, 2011 September 30, 2010 Rp Rp 84,789,105,949 26,983,037,415 17,106,414,051 10,284,753,800 10,272,920,183 3,791,310,633 3,782,046,533 2,627,635,409 2,383,290,502 1,093,531,996 3,650,263,380 42,946,215,018 25,898,478,183 9,984,728,331 10,809,810,468 10,311,917,997 5,395,566,217 4,319,796,461 3,043,827,489 9,412,830,561 1,547,711,415 1,507,874,659 166,764,309,851 125,178,756,799 General and Administrative Expenses September 30, 2011 September 30, 2010 Rp Rp Salaries and Employees’ Benefits Rent Depreciation Electricity and Water Professional Fees Transportation and Accommodation Repairs and Maintenance Office Supplies Communication Insurance Training and Seminar Membership and Subscription Fees Taxes Representation and Entertainment Provision for Doubtful Accounts Others 179,127,104,368 74,615,648,029 61,766,327,640 45,475,606,153 22,607,179,379 18,654,990,150 15,671,738,682 13,678,341,230 6,933,303,221 3,659,020,573 3,432,722,988 4,147,071,802 3,393,536,426 2,087,426,035 -15,577,713,212 163,249,111,183 74,956,338,111 60,827,756,722 39,133,141,898 22,634,493,689 17,353,127,418 17,890,958,873 15,495,033,463 8,336,075,449 3,457,108,287 6,182,219,267 4,999,556,962 133,144,797 1,423,947,527 111,479,492 8,240,641,029 Total General and Administrative Expenses 470,827,729,888 444,424,134,167 30. Penalties Income (Expenses) – Net This account represents penalties on cancellation of sales transactions, late payments from customers and late constructions by the Company. 57 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 31. Interest Income (Expenses) – Net Interest Income Interest Expenses Total Interest Income (Expenses) - Net September 30, 2011 September 30, 2010 Rp Rp 85,325,954,305 (67,383,645,626) 16,586,678,172 (49,016,748,679) 17,942,308,679 (32,430,070,507) Interest income represents interest earned from bank accounts, cash equivalent and restricted fund (see Notes 3 and 14), while interest expense represents interest of loans (see Note 15). 32. Basic Earnings Per Share The calculation basic earnings per share are as follows: September 30, 2011 Residual Net Income (Rupiah) Weighted Average Number of Common Stocks (Share) Basic Earnings per Share (Rupiah) September 30, 2010 480,983,992,588 348,662,816,271 22,243,806,835 17,302,151,695 21.62 20.15 33. Commitments a. Operational and Management Agreement On September 13, 1995, the Company entered into cooperation agreement for the construction and development of Karawaci Interchange and Crossing Gate of Jakarta-Merak with PT Jasa Marga (Persero) (JM), based on Deed of Revenue Sharing Agreement No. 84 dated September 13, 1995 made in presence of Agus Madjid, S.H., a notary in Jakarta. The construction shall be completed by the Company within a certain period as mutually agreed upon by both parties with total project cost of Rp 31,509,304,000, consisting of Rp 20,113,174,000 for the Karawaci Interchange and Rp 11,396,130,000 for the Crossing Gate. JM will operate the project upon completion and reimburse the project cost to the Company amounted to 40.5% of the daily toll revenues. The payment from JM to the Company was arranged as follows: Payment for the Karawaci Interchange amounted to 17.5% of toll revenues for a period of 10 (ten) years since commencement date. This payment does not include interest; and Payment for the Crossing Gate amounted to 23% of toll revenues for a period of 10 (ten) years since commencement date and should there remain as unpaid obligation at the end of the ten years, and JM shall pay the entire debt within 3 (three) months thereafter. This payment includes interest at 2.5% above the average one-year time deposit rate of 5 (five) government banks. Based on Deed of Amendment on Revenue Sharing Agreement No. 94 dated March 30, 2004 made in presence of Agus Majid, S.H., a notary in Jakarta, the Company and JM amended the RevenueSharing Agreement for the construction and development of Karawaci Interchange and Crossing Gate of Jakarta-Merak. The construction which was completed by the Company with total project cost of Rp 19,426,689,000 will be refunded by JM based upon a profit sharing scheme of the daily toll revenues from North and South Karawaci exit toll gates for a period of 10 (ten) years starting 58 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) from October 1, 2001, with proportion as follows: 82.5% for JM including operational and maintenance expenses of 18%; and 17.5% for the Company. On September 17, 1993, ex Aryaduta entered into an agreement with the Regional Government of Riau (“Riau Government”) in connection with the operation of Aryaduta Hotel Pekanbaru (AHP). According to the agreement, the Company agreed to plan, develop and operate AHP whilst the Riau Government agreed to provide Right to Use No. 466 with land area of 21,360 sqm at Jl. Diponegoro, Simpang Empat, Pekanbaru. The Government receives a royalty fee and a share in the hotel’s profits as compensation. This agreement is valid for 25 years commencing from the date of the grand opening of the hotel and can be extended for another 10 years. In an amendment to the agreement with the Regional Government dated July 7, 1997, the Regional Government of Riau granted a land right in the name of ex Aryaduta which will be returned to Regional Government of Riau at the end of the agreement. The grand opening was conducted at January 1, 2001. Royalty fee expenses charged to operations for the periods ended September 30, 2011 and 2010 amounted to Rp 166,666,500, respectively. On August 20, 2004, the Company entered into agreement with PT Untaian Rejeki Abadi (URA) whereby the Company will provide technical and marketing services to URA’s business property with area of 10,568 sqm for a period up to May 27, 2034, which can be extended. URA shall pay a certain amount as specified in the agreement. On April 9, 2006, PT Consulting & Management Service Division (CMSD), a subsidiary, entered into shopping centers management agreement with their main shareholders to manage, to sell and maintain the shopping centers’ facilities. CMSD shall receive certain management service fee as stipulated in the agreement. Total management fee earned for the periods ended September 30, 2011 and 2010 amounted to Rp 34.5 billion and Rp 21.1 billion, respectively. Lippo-Mapletree Indonesia Retail Trust Management Ltd (LMIR TM), a subsidiary, entered into an agreement with HSBC Institutional Trust Services (Singapore) Limited, as trustee of Lippo-Mapletree Indonesia Retail Trust (LMIR Trust) effectively since listing date of LMIR Trust (November 14, 2007). Based on the agreement, LMIR TM will provide management services to LMIR Trust, among others, investment strategic and investment as well as divestment recommendation. For such services, LMIR TM shall receive certain compensation as stated in the agreement. As of September 30, 2011, PT Gowa Makassar Tourism Development Tbk, a subsidiary, has unused non revolving working capital and revolving working capital facilities obtained from PT Bank Mandiri (Persero) Tbk totaling to Rp 10,000,000,000 and Rp 40,000,000,000, respectively. 59 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) The Company and subsidiaries entered into several agreements with contractors for development of their projects. As of September 30, 2011 and December 31, 2010 total outstanding commitment amounted to Rp 1,144 billion and Rp 803 billion, respectively. Several of significant contracts that are not yet realized on September 30, 2011 are as follows: Companies Contractor Contract Value (Rp billion) PT. Lippo Cikarang Tbk PT. Lippo Cikarang Tbk PT. Pamor Paramita Utama PT. Mandiri Cipta Gemilang PT. Almaron Perkasa PT. Mandiri Cipta Gemilang PT. Mandiri Cipta Gemilang PT. Mandiri Cipta Gemilang PT. Almaron Perkasa PT. Mandiri Cipta Gemilang PT. Mandiri Cipta Gemilang PT. Almaron Perkasa PT. Mandiri Cipta Gemilang PT. Almaron Perkasa PT. Almaron Perkasa PT. Mandiri Cipta Gemilang PT. Lippo Karawaci Tbk. PT. Almaron Perkasa b. PT. Trilogi Suryawisesa PT. Lampiri PT. Pulauintan Bajaperkasa Konstruksi PT. Pembangunan Perumahan PT. Pembangunan Perumahan PT. Indonesia Pondasi Raya PT. Adhimix Precast Indonesia PT. Cahaya Teknindo Majumandiri PT. Surya Marga Luhur PT. Glenindo Citramandiri PT. Pangkal Multikarya PT. Pelitamaju Multiswakarsa PT. Surya Marga Luhur PT. Pulauintan Bajaperkasa Konstruksi PT. Cahaya Teknindo Majumandiri PT. Pelitamaju Multiswakarsa PT. Surya Bangun Persada Indah PT. Superhelindo Jaya 240 117 84 183 111 58 56 39 85 57 26 33 33 62 29 27 45 32 Unrealized of Contract Value (Rp billion) 112 87 84 58 48 43 31 27 26 23 20 20 19 18 17 12 10 10 Rental Agreements Based on Deed of Lease Agreement No. 06 dated November 12, 2008 made in presence of Julijanti Sundjaja, S.H., a notary in Tangerang, PT Mandiri Cipta Gemilang (MCG), subsidiary, entered lease agreement with PT Matahari Putra Prima Tbk (MPPA) for a period of 20 years started from opening date of St. Moritz with total rental income amounted to Rp 324,259,600,000. Based on lease agreement No. 001/LA-LK/PTLK-PTKG/BD-106/II-05 dated March 4, 2005 which was amended on October 21, 2005, the Company leases a plot of land with area of 3,848.57 sqm to PT Shell Indonesia (SI) (formerly PT Kridapetra Graha). The lease period is for 10 years commenced from the lease agreement date. Total value of lease was amounted to Rp 16,560,000,000. 60 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Based on Deed of Sale and Purchase Agreements Nos. 233, 234, 235, 236, 237, 238, 239, 240, 241, 242, 243, 244, 245, 246, 247, 248, 249, 250, 251, 252, 253 and 254 dated December 11, 2006, all made in presence of Unita Christina, S.H., a notary in Tangerang, Deed of Sale and Purchase Agreements Nos. 135, 136, 137, 138, 139, 140, 141, 142 and 143 dated December 11, 2006, all made in presence of Rusdi Muljono,S.H., a notary in Surabaya; and Deed of Sale and Purchase Agreement No. 41 dated December 11, 2006, made in presence of Wenda Taurusita Amidjaja, S.H., a notary in Jakarta, the Company and PT Prudential Hotel Development, a subsidiary, transferred land and building of their 3 hospitals and 1 hotel to PT Karya Sentra Sejahtera (KSS), PT Graha Indah Pratama (GIP), PT Tata Prima Indah (TPI) and PT Sentra Dinamika Perkasa (SDP) which owned 100% directly by Lovage International Pte. Ltd, Henley Investments Pte. Ltd, Primerich Investment Pte. Ltd and Got Pte. Ltd, whereas those Companies were owned by First Real Estate Investment Trust (First REIT). Based on rental agreement of Allen & Gledhill Advocates & Solicitors dated October 23, 2006, the Company entered into rental and management agreement of certain assets which have been transferred aforesaid, with KSS, GIP, TPI and SDP for 15 years. According to the agreement, the Company shall pay certain amount as stipulated in the agreement. Sale and lease-back transaction above meets the classification of operating lease. Since the transaction price is above its fair value, then the difference is recognized as deferred gain (see Note 20). Rental expense for the periods ended September 30, 2011 and 2010 amounted to Rp 115,911,658,872 and Rp 114,474,956,468, respectively. On December 31, 2010, based on Deed of Sale and Purchase Agreement No 146/2010, PT East Jakarta Medika (EJM), subsidiary, sold land and building of Siloam Cikarang Hospital (the Property) to PT Graha Pilar Sejahtera (GPS), a wholly owned subsidiary of First Real Estate Investment Trust (First REIT), at the selling price of SGD 33,333,333 and leasedback the Property. Based on rental agreement of Allen & Gledhill Advocates & Solicitors dated November 8, 2010, the Company entered into lease agreement with GPS for 15 years. The Company shall pay certain amount as stipulated in the agreement. Sale and lease-back transaction above meets the classification of operating lease. Since the transaction price is above its fair value, then the difference is recognized as deferred gain (see Note 20). Rental expense for the period ended September 30, 2011 amounted to Rp 18,651,600,000. Based on rental agreement of Allen & Gledhill Advocates & Solicitors dated November 8, 2010, the Company entered into lease agreement with PT Primatama Cemerlang (PC), the owner of land and building of “Mochtar Riady Comprehensive Cancer Centre” for 15 years. PC is wholly owned by First REIT. The Company shall pay certain amount as stipulated in the agreement. 61 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) c. Hedging Facility Agreements On March 24, 2006, the Company entered into Non Deliverable USD Call Spread Option facility with BNP Paribas, Singapore branch amounted to USD 25,000,000 for spread between Rp 9,200 to Rp 12,000 with annual Premium Rate of 2.525% from Notional Amount. Premium will be paid on every March 9 and September 9. This facility will due on March 9, 2011. On June 7, 2010, the Company has unwind this facility and realized gain amounted to USD 460,000. On March 28, 2006, the Company entered into Non Deliverable USD Call Spread Option facility with UBS AG, Singapore branch amounted to USD 25,000,000 for spread between Rp 9,015 to Rp 12,000 with annual Premium Rate of 2.72% from Notional Amount. Premium will be paid on every March 9 and September 9. This facility will due on March 9, 2011. On August 31, 2010, the Company has unwind this facility and realized gain amounted to USD 450,000. On April 4, 2006, the Company entered into Non Deliverable USD Call Spread Option facility with Deutsche Bank AG, Jakarta branch amounted to USD 25,000,000 for spread between Rp 9,000 to Rp 12,000 with annual Premium Rate of 2.69% from Notional Amount. Premium will be paid on every March 9 and September 9. This facility will due on March 9, 2011. On July 5, 2010, the Company has unwind this facility and realized gain amounted to USD 305,000. On April 5, 2006, the Company entered into Non Deliverable USD Call Spread Option facility with Merrill Lynch & Co, Singapore branch amounted to USD 50,000,000 for spread between Rp 9,200 to Rp 12,000 with annual Premium Rate of 2.475% from Notional Amount. Premium will be paid on every March 9 and September 9. This facility will due on March 9, 2011. On September 7, 2010, the Company has unwind this facility and realized gain amounted to USD 50,000. On May 17, 2006, the Company entered into Non Deliverable USD Call Spread Option facility with UBS AG, Singapore branch amounted to USD 25,000,000 for spread between Rp 9,200 to Rp 12,000 with annual Premium Rate of 2.59% from Notional Amount. Premium will be paid on every March 9 and September 9. This facility will due on March 9, 2011. On August 31, 2010, the Company has unwind this facility and realized gain amounted to USD 210,000. On November 8, 2006, the Company entered into Non Deliverable USD Call Spread Option facility with BNP Paribas, Singapore branch amounted to USD 15,000,000 for spread between Rp 9,200; Rp 9,200 and Rp 12,000 with annual Premium Rate of 1.525% from Notional Amount. Premium will be paid on every March 9 and September 9. This facility will due on March 9, 2011. On June 7, 2010, the Company has unwind this facility and no gain or loss realized. On May 31, 2010, the Company entered into Non Deliverable USD Call Spread Option facilities with J.P. Morgan (S.E.A.) Limited, Singapore branch amounted to USD 60,000,000, with spread between Rp 8,500; Rp 9,000 and Rp 12,000 with annual Premium Rates of 1.433% from Notional Amount. Premium will be paid on every April 30 and October 31. This facility will due on April 30, 2015. As of September 30, 2011, the fair value of this facility is amounting to USD 906,473.98 (equivalent to Rp 7,997,819,926). 62 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) On June 7, 2010, the Company entered into Non Deliverable USD Call Spread Option facility with BNP Paribas, Singapore branch amounted to USD 60,000,000 for spread between Rp 8,250; Rp 9,000 and Rp 12,000 with annual Premium Rate of 1.5% from Notional Amount. Premium will be paid on every April 30 and October 31. This facility will due on April 30, 2015. As of September 30, 2011, the fair value of this facility is amounting to USD -493,054.00 (equivalent to Rp -4,350,215,442). On July 5 and September 2, 2010, the Company entered into Non Deliverable USD Call Spread Option facilities with Morgan Stanley & Co amounted to USD 50,000,000 with spread between Rp 8,500; Rp 9,000 and Rp 12,000 and USD 25,600,000 with spread between Rp 8,000; Rp 9,000 and Rp 11,500 with annual Premium Rates of 1.78% and 2%, respectively, from Notional Amount. Premium will be paid on every April 30 and October 31. Those facilities will due on April 30, 2015. As of September 30, 2011, the fair value of these facilities is amounting to USD -387,630.84 (equivalent to Rp -3,420,066,901) and USD -398,323.69 (equivalent to Rp -3,514,409,917), respectively. On August 31, 2010, the Company entered into Non Deliverable USD Call Spread Option facilities with J.P. Morgan (S.E.A.) Limited, Singapore branch amounted to USD 50,000,000, with spread between Rp 8,000; Rp 9,000 and Rp 11,500 with annual Premium Rates of 1.78% from Notional Amount. Premium will be paid on every April 30 and October 31. This facility will due on April 30, 2015. As of September 30, 2011, the fair value of this facility is amounting to USD 205,167.84 (equivalent to Rp 1,810,195,874). On September 7, 2010, the Company entered into Non Deliverable USD Call Spread Option facility with BNP Paribas, Singapore branch amounted to USD 25,000,000 for spread between Rp 8,000; Rp 9,000 and Rp 11,500 with annual Premium Rate of 1.95% from Notional Amount. Premium will be paid on every April 30 and October 31. This facility will due on April 30, 2015. As of September 30, 2011, the fair value of this facility is amounting to USD -740,890.00 (equivalent to Rp -6,536,872,470). On April 5, 2011, the Company entered into Non Deliverable USD Call Spread Option facilities with Morgan Stanley & Co amounted to USD 40,000,000 with spread between Rp 8,500; Rp 9,200 and Rp 11,500 with annual Premium Rates of 1.95%, from Notional Amount. Premium will be paid on every April 30 and October 31. This facility will due on April 30, 2015. As of September 30, 2011, the fair value of this facility is amounting to USD -1,378,865.74 (equivalent to Rp -12,165,732,424). On April 6, 2011, the Company entered into Non Deliverable USD Call Spread Option facilities with J.P. Morgan (S.E.A.) Limited, Singapore branch amounted to USD 30,000,000, with spread between Rp 8,250; Rp 9,200 and Rp 11,500 with annual Premium Rates of 1.95% from Notional Amount. Premium will be paid on every April 30 and October 31. This facility will due on April 30, 2015. As of September 30, 2011, the fair value of this facility is amounting to USD -537,838.40 (equivalent to Rp -4,745,348,245). On April 12, 2011, the Company entered into Non Deliverable USD Call Spread Option facility with BNP Paribas, Singapore branch amounted to USD 30,000,000 for spread between Rp 8,000; Rp 9,200 and Rp 11,500 with annual Premium Rate of 1.97% from Notional Amount. Premium will be paid on every April 30 and October 31. This facility will due on April 30, 2015. As of September 30, 2011, the fair value of this facility is amounting to USD -1,179,061.00 (equivalent to Rp -10,402,855,203). 63 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 34. Segment Information Urban Development Rp September 30, 2011 (In Thousand Rupiah) Retail Healthcare Hospitality Malls and Infrastructure Rp Rp Rp Large Scale Integrated Development Rp Property and Portfolio Management Rp Consolidated Rp Revenues External 920,997,874 507,494,641 102,408,544 894,270,835 344,164,750 137,845,717 2,907,182,361 Gross Profit 416,010,510 239,637,531 77,060,537 233,845,100 208,841,436 85,498,605 1,260,893,719 (279,114,685) 35,883,864 77,548,572 (2,293,343) (43,852,168) (7,346,565) (12,709,938) -- (43,690,913) 65,108 913,074 -- (119,251,499) (9,492,165) (13,675,232) -- (102,511,836) (1,426,843) (3,105,348) 5,165,947 (49,170,939) 258,910 9,018,749 -- (637,592,040) 17,942,309 57,989,877 2,872,604 Income before Tax Benefit (Expense) 248,034,918 175,728,860 34,347,806 91,426,204 106,963,356 45,605,325 702,106,469 Income Tax Benefit (Expense) Current Tax Deferred Tax Profit for The Period (61,813,046) 2,240,548 188,462,420 (25,532,001) (4,885,627) 145,311,232 (9,447,669) -24,900,137 (21,136,182) 87,615 70,377,637 (5,184,839) 3,092 101,781,609 (6,621,197) -38,984,128 (129,734,934) (2,554,372) 569,817,163 Profit Attributable to: Owners of Parent Company Non-controlling Interest 81,148,210 107,314,210 4,212,043 141,099,189 (116,815) 25,016,952 -70,377,637 -101,781,609 3,589,733 35,394,395 88,833,171 480,983,992 Net Income 188,462,420 145,311,232 24,900,137 70,377,637 101,781,609 38,984,128 569,817,163 Segment Assets Investment in Associates 11,392,164,686 60,505,896 2,713,169,678 -- 2,054,566,329 -- 1,360,355,647 7,393,145 586,589,428 2,980 448,591,701 -- 18,555,437,469 67,902,021 Total Assets 11,452,670,582 2,713,169,678 2,054,566,329 1,367,748,792 586,592,408 448,591,701 18,623,339,490 5,674,397,051 2,122,771,129 329,620,448 503,067,299 102,359,919 40,495,186 8,772,711,031 41,282,246 16,884,061 18,483,339 3,749,089 2,739,238 9,816,667 191,129,971 36,871,267 6,793,459 36,112,557 -874,278 260,428,253 104,307,919 29,554,409 4,130,869 64,232 179,142 -- -- 33,928,652 1,385,760,522 (1,297,904,851) (485,878,958) 664,131,973 (569,571,979) (20,687,517) 197,742,393 (96,038,547) (8,069,744) 858,838,865 (604,033,898) (227,422,193) 331,926,072 (216,225,228) (16,466,655) 148,897,560 (326,188,583) (29,220,921) 3,587,297,385 (3,109,963,086) (787,745,988) (398,023,287) 73,872,477 93,634,102 27,382,774 99,234,189 (206,511,944) (310,411,689) Cash Flows from Investing Receipt from Investment and Promissory Note (1,331,658,077) Acquisition of Property and Equipment (41,282,246) Others (54,852,781) -(18,483,339) -- -(2,739,238) -- -(191,129,971) (99,625) -(6,793,459) -- (34,256,879) --- (1,365,914,956) (260,428,253) (54,952,406) (1,427,793,104) (18,483,339) (2,739,238) (191,229,596) (6,793,459) (34,256,879) (1,681,295,615) 957,000,000 568,970,232 --- --- --- --- --- 957,000,000 568,970,232 (254,622,202) (339,258,339) -(22,102,647) -(69,913,707) -280,619,250 -(94,565,929) -243,224,961 (254,622,202) (1,996,411) 932,089,691 (22,102,647) (69,913,707) 280,619,250 (94,565,929) 243,224,961 1,269,351,619 Operating Expenses Interest Income (Expenses) - Net Other Income (Expenses) - Net Income (Loss) of Associates Segment Liabilities Capital Expenditures Depreciation Non Cash Expenses Other than Depreciation Cash Flows from Operating Receipt from Costumers Payment to Third Parties Others Cash Flows from Financing Non Preemptive Rights Issuance Proceed from Loans Repayment of Loans and Promissory Notes Others 64 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) Urban Development Rp September 30, 2010 (In Thousand Rupiah) Retail Healthcare Hospitality Malls and Infrastructure Rp Rp Rp Large Scale Integrated Development Rp Property and Portfolio Management Rp Consolidated Rp Revenues External 588,629,126 415,706,330 80,515,720 759,799,936 308,995,637 74,871,132 2,228,517,881 Gross Profit 347,754,004 195,578,904 54,417,851 194,031,122 169,781,738 61,784,446 1,023,348,065 (252,887,144) (21,514,722) 71,030,485 2,495,671 (35,524,107) (1,906,908) (18,419,128) -- (34,348,812) (269) 5,838,671 -- (97,649,392) (7,854,555) (9,703,996) -- (103,269,817) (1,211,955) (3,354,306) 2,961,747 (45,923,619) 58,339 4,338,934 -- (569,602,891) (32,430,070) 49,730,660 5,457,418 Income before Tax Benefit (Expense) 146,878,294 139,728,761 25,907,441 78,823,179 64,907,407 20,258,100 476,503,182 Income Tax Benefit (Expense) Current Tax Deferred Tax Profit for The Period (31,277,367) 12,246,091 127,847,018 (21,445,874) -118,282,887 (5,977,562) -19,929,879 (20,936,854) (180,653) 57,705,672 (4,238,401) (801,212) 59,867,794 (4,926,246) -15,331,854 (88,802,304) 11,264,226 398,965,104 Profit Attributable to: Owners of Parent Company Non-controlling Interest 94,396,093 33,450,925 111,537,119 6,745,768 19,417,073 512,806 57,705,672 -- 59,867,794 -- 5,739,065 9,592,789 348,662,816 50,302,288 127,847,018 118,282,887 19,929,879 57,705,672 59,867,794 15,331,854 398,965,104 Segment Assets Investment in Associates 7,392,217,277 66,740,752 2,171,689,948 -- 2,005,987,440 -- 661,894,856 2,393,151 623,825,387 2,980 148,878,241 -- 13,004,493,149 69,136,883 Total Assets 7,458,958,029 2,171,689,948 2,005,987,440 664,288,007 623,828,367 148,878,241 13,073,630,032 Segment Liabilities 4,918,390,459 1,878,116,421 264,637,877 177,576,376 106,974,351 16,647,763 7,362,343,247 42,404,084 15,870,058 42,742,711 3,088,796 3,178,999 9,306,283 40,534,203 32,511,235 9,202,942 38,681,092 -414,280 138,062,939 99,871,744 28,167,574 5,411,299 647,558 698,731 -- -- 34,925,162 715,095,934 (1,255,772,166) (688,236,859) 206,161,236 (121,312,097) (11,657,176) 94,703,513 (66,549,044) (10,579,312) 735,877,531 (541,921,183) (102,743,226) 264,632,206 (231,724,518) (16,046,357) 56,920,955 (31,559,823) (31,836,016) 2,073,391,375 (2,248,838,831) (861,098,946) (1,228,913,091) 73,191,963 17,575,157 91,213,122 16,861,331 (6,474,884) (1,036,546,402) 32,895,517 (42,404,084) (19,323,608) -(42,742,711) -- -(3,178,999) -- -(40,534,203) 33,387 -(9,202,942) -- 4,339,290 --- 37,234,807 (138,062,939) (19,290,221) (28,832,175) (42,742,711) (3,178,999) (40,500,816) (9,202,942) 4,339,290 (120,118,353) 721,760,392 -- -- -- -- -- 721,760,392 (20,100,964) 44,006,489 --- (22,596,500) -- (1,009,878) (42,667,706) --- --- (43,707,342) 1,338,783 745,665,917 -- (22,596,500) (43,677,584) -- -- 679,391,833 Operating Expenses Interest Income (Expenses) - Net Other Income (Expenses) - Net Income of Associates Net Income Capital Expenditures Depreciation Non Cash Expenses Other than Depreciation Cash Flows from Operating Receipt from Costumers Payment to Third Parties Others Cash Flows from Investing Placement of Investment - Net Acquisition of Property and Equipment Others Cash Flows from Financing Proceed from Loans Repayment of Loans and Promissory Notes Others 65 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 35. Asset and Liabilities Denominated in Foreign Currencies September 30, 2011 Foreign Currencies USD JPY SGD Equivalent EUR AUD Rupiah Assets Cash and Cash Equivalent 119,581,775 113,800 31,253,264 15,368 6,376 1,267,718,939,399 - - 280,816,404 - - 1,908,428,282,263 Trade Accounts Receivable 1,833,155 - 1,114,521 - - 23,748,207,542 Other Accounts Receivable 3,512,917 - 7,560,921 - - 82,378,483,658 Other Assets 49,950 - 3,750,781 - - 25,931,010,156 Total Assets 124,977,797 113,800 324,495,891 15,368 6,376 3,308,204,923,018 Investments Liabilities Loans 395,608,000 - - - - 3,490,449,384,000 Trade Accounts Payable 960,331 - 3,551,598 - - 32,623,964,601 Other Accounts Payable 4,065,522 - - - - 35,870,099,283 Accrued Expenses Total Liabilities Total Asset (Liabilities) - Net 17,833,301 - 588,478 - - 161,342,509,310 418,467,154 -- 4,140,076 - -- 3,720,285,957,194 (293,489,357) 113,800 320,355,815 15,368 6,376 (412,081,034,176) December 31, 2010 Foreign Currencies USD JPY SGD Equivalent EUR AUD Rupiah Assets Cash and Cash Equivalent 83,014,645 113,800 41,688,435 11,324 6,419 1,037,618,267,593 -- -- 58,200,013 -- -- 406,294,289,217 Trade Accounts Receivable 1,828,147 -- 2,578,342 -- -- 34,436,275,179 Other Accounts Receivable 6,405,706 -- 2,814,438 -- -- 77,241,294,324 Other Assets 49,950 -- 2,142,900 -- -- 15,408,685,350 Total Assets 91,298,448 113,800 107,424,128 11,324 6,419 1,570,998,811,663 Investments Liabilities Loans 336,854,000 -- -- -- -- 3,028,654,314,000 Trade Accounts Payable 1,251,512 -- 3,516,366 -- -- 35,800,095,438 Other Accounts Payable 54,000 -- -- -- -- 485,514,000 Accrued Expenses Total Liabilities Total Asset (Liabilities) - Net 7,171,629 -- 1,330,808 -- -- 73,770,486,987 345,331,141 -- 4,847,174 -- -- 3,138,710,410,425 (254,032,693) 113,800 102,576,954 11,324 6,419 (1,567,711,598,762) In relation to the balance of liabilities denominated in foreign currencies, the Company has conducted several derivative contracts with other parties to manage the risk of foreign currency exchange rates (see Note 33.c). 36. Contingencies Based on the Legal Case Register No. 79/PDTG/2005/PN.TNG dated April 12, 2005, Silvia Sunardi sued the Company (ex Lippo Land). Based on the case, it was stated that compensation was demanded due to the allegation that kiosks at Depok Town Square was sold to the above mentioned party at the point where the land status was still under dispute (court case). In 2005, the Legal Case Register was rejected by Tangerang District Court’s. Upon the judgments to the case aforesaid, the plaintiff is pursuing remedy either by cassation through Supreme Court of the Republic Indonesia or by appeal through Banten High Court. According to the Company’s legal counsel, the event will not influence nor threat the ownership status of the land on which Depok Town Square was built. 66 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 37. Financial Risks Management The main financial risks faced by the Company and Subsidiaries are credit risk, foreign exchange rate risk, interest rate risk, liquidity risk and price risk. Attention of managing these risks has significantly increased in light of the considerable change and volatility in Indonesian and international markets. (i) Credit Risk Credit risk is the risk that the Company and Subsidiaries will incur a loss arising from their customers, clients or counterparties that fail to discharge their contractual obligations. The Company’ and Subsidiaries’ financial instrument that potentially containing credit risk are cash and cash equivalent, trade accounts receivable, other accounts receivable and investments. Maximum total credit risks exposure are equal to the amount of the respective accounts. The Company and Subsidiaries manage and control this credit risk by setting limits on the amount of risk they are willing to accept for respective customers and more selective in choosing banks and financial institutions, which only choose reputable and creditworthy banks and financial institutions. (ii) Foreign Exchange Rate Risk Foreign exchange rate risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’ and subsidiaries’ financial instrument that potentially containing foreign exchange rate risk are cash and cash equivalent, investments and loans. To manage foreign exchange rate risk, the Company has entered into several derivatives agreements with certain third parties. (iii) Interest Rate Risk Interest rate risk is the risk that fair value of future cash flow of a financial instrument will fluctuate because of changes in market interest rate. The Company’ and Subsidiaries’ possess to interest rate risk because primarily they have loans with floating interest rate. The Company’ and Subsidiaries’ manage this interest rate risk through an appropriate combination of loans in fixed and floating interest rate and monitoring interest rate movement effect to minimize negative effect to the Company. As of September 30, 2011, more than 92% of the Company’s loans are fixedrated. (iv) Liquidity Risk Liquidity risk is a risk when the cash flow position of the Company indicated that the short-tem revenue is not enough to cover the short-term expenditure. The Company’ and Subsidiaries’ manage this liquidity risk by maintain an adequate level of cash and cash equivalent to cover Company’s commitment in normal operation and also regularly evaluate the projected and actual cash flow, as well as maturity date schedule of their financial assets and liabilities. (v) Price Risk Price risk is a risk that fluctuate value of financial instrument as a result of changes in market price. The Company’ and Subsidiaries’ possess to price risk because primarily they own an investment classified in to available-for-sale financial assets. The Company’ and Subsidiaries’ manage this price risk by regularly evaluate financial performance and market price of their investment and continuously monitor global market developments. 67 These consolidated financial statements are originally issued in Indonesian language PT LIPPO KARAWACI Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the Period of 9 (nine) Months Ended September 30, 2011 (Expressed In Full Rupiah, Unless Otherwise Stated) 38. The New Interpretation (ISAK), Revised and New of Statement of Financial Accounting Standards (PSAK) Indonesian Institute of Accountants has published some new and revised PSAK and ISAK, as follows: For financial statements covering the periods beginning on or after January 1, 2012: PSAK 10 (Revised 2010) “The Effects of Changes in Foreign Exchange Rates” PSAK 18 (Revised 2010) “Accounting and Reporting by Retirement Benefit Plan” PSAK 24 (Revised 2010) ”Employees’ Benefits” PSAK 34 (Revised 2010) “Construction Contracts” PSAK 46 (Revised 2010) “Income Taxes” PSAK 50 (Revised 2010)” Financial Instruments: Presentation” PSAK 53 (Revised 2010) “Share-based Payments” PSAK 60 “Financial Instruments: Disclosures” PSAK 61 “Accounting for Government Grants and Disclosure of Government Assistance” ISAK 13 “Hedges of Net Investments in Foreign Operations” ISAK 15 ”The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction” ISAK 18 “Government Assistance – No Specific Relation to Operating Activiites” ISAK 20 “Income Taxes – Change in Tax Status of an Entity or its Shareholders” The Company does not implement earlier those PSAK and ISAK above and has not determined its impacts on the consolidated financial statements. 68
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