Obligation South Africa 6.25% ( US836205AP92 ) en USD

South Africa

100 % ▲

Afrique du Sud

US836205AP92 ( en USD )

6.25% par an ( paiement semestriel )

08/03/2041

Prospectus brochure de l'obligation South Africa US836205AP92 en USD 6.25%, échéance 08/03/2041

100 000 USD

750 000 000 USD

836205AP9

08/09/2025 ( Dans 141 jours )

L'Afrique du Sud est une nation d'Afrique australe caractérisée par une grande diversité biologique, culturelle et linguistique, possédant une riche histoire marquée par l'apartheid et une économie diversifiée basée sur l'exploitation minière, l'agriculture et le tourisme.

L'obligation US836205AP92 (CUSIP : 836205AP9), émise par l'Afrique du Sud en USD pour un montant total de 750 000 000 USD, avec un taux d'intérêt de 6,25%, échéant le 08/03/2041, est actuellement négociée à 100%, avec une taille minimale de transaction de 100 000 USD et des paiements semestriels.

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424B5 1 y04598b5e424b5.htm 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-163821
PROSPECTUS SUPPLEMENT
(to Prospectus, dated December 18, 2009)

REPUBLIC OF SOUTH AFRICA

US$750,000,000

6.25% Notes due 2041

The 6.25% Notes due March 8, 2041 (the "Notes") bear interest at the rate of 6.25% per year, accruing from March 8, 2011.
Interest on the Notes is payable on March 8 and September 8 of each year, commencing September 8, 2011. The Notes mature on
March 8, 2041. The Notes are not redeemable prior to maturity.

Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the
"CSSF"), as competent authority under Directive 2003/71/EC (the "Prospectus Directive"), to approve this Prospectus Supplement
together with the accompanying Prospectus as a prospectus for the purposes of the Prospectus Directive.

Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock
Exchange's regulated market (which is a regulated market for the purpose of the Market and Financial Instruments Directive
2004/39/EC) and to be listed on the official list of the Luxembourg Stock Exchange.

The Notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable
to South Africa's outstanding external debt issued prior to May 16, 2003. Under these provisions, which are described beginning on
page 11 of the accompanying Prospectus dated December 18, 2009 (the "Prospectus"), South Africa may amend the payment
provisions of the Notes with the consent of the holders of 75% of the aggregate principal amount of the outstanding Notes.

Upon listing and admission to trading of the Notes offered hereunder on the Luxembourg Stock Exchange, copies of this
Prospectus Supplement and the accompanying Prospectus dated December 18, 2009 may be obtained from the Luxembourg Stock
Exchange website at http://www.bourse.lu.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

See "Risk Factors" beginning on page S-14 to read about certain risks you should consider before
investing in the Notes.

Per Note

Total

Public Offering Price(1)

99.437%
$745,777,500
Underwriting Discount

0.150%
$
1,125,000
Proceeds, before expenses, to South Africa

99.287%
$744,652,500

(1) Plus accrued interest from March 8, 2011 if settlement occurs after that date.

The Underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company
("DTC") on or about March 8, 2011.

The Joint Lead Managers for the Notes are:

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Citi
Deutsche Bank Securities

The Co-Lead Manager for the Notes is:
Rand Merchant Bank

The date of this Prospectus Supplement is March 1, 2011.

TABLE OF CONTENTS

Prospectus Supplement

Page

INTRODUCTION
S-2
FORWARD-LOOKING STATEMENTS
S-5
OVERVIEW OF THE ISSUE
S-6
RISK FACTORS
S-14
USE OF PROCEEDS
S-17
DESCRIPTION OF THE NOTES
S-18
GLOBAL CLEARANCE AND SETTLEMENT
S-22
TAXATION
S-25
UNDERWRITING
S-31
JURISDICTIONAL RESTRICTIONS
S-33
LEGAL MATTERS
S-37
GENERAL INFORMATION
S-38
DOCUMENTS INCORPORATED BY REFERENCE
S-40

Prospectus

Page

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
2
USE OF PROCEEDS
2
DESCRIPTION OF DEBT SECURITIES
2
DESCRIPTION OF WARRANTS
12
PLAN OF DISTRIBUTION
13
OFFICIAL STATEMENTS
14
VALIDITY OF THE SECURITIES
14
AUTHORIZED REPRESENTATIVE
14
FURTHER INFORMATION
14
S-1
Table of Contents

INTRODUCTION

This Prospectus Supplement supplements the attached Prospectus relating to the debt securities and warrants of the
Government of the Republic of South Africa (the "National Government", the "South African Government", the "Republic" or
"South Africa", unless references to the "Republic" or "South Africa", within any particular context, clearly indicate a
reference to the sovereign state of the Republic of South Africa). You should read this Prospectus Supplement along with the
attached Prospectus, which together constitute a prospectus within the meaning of article 5.3 of directive 2003/71/EC. Both
documents contain information you should consider when making your investment decision. Certain other documents are
incorporated by reference into this Prospectus Supplement and the Prospectus. Please see "Documents Incorporated by
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Reference" in this Prospectus Supplement and "Incorporation of Certain Documents by Reference" in the Prospectus. If the
information in this Prospectus Supplement differs from the information contained in the Prospectus, you should rely on the
information in this Prospectus Supplement. Upon listing and admission to trading of the Notes offered hereunder on the
Luxembourg Stock Exchange, a Listing Prospectus Supplement (the "Listing Prospectus Supplement") will be filed with the
Luxembourg Stock Exchange. You should read the Listing Prospectus Supplement once it becomes available on the website of
the Luxembourg Stock Exchange (http://www.bourse.lu).

No dealer, salesperson or other person has been authorized to give any information or to make any representations other
than those contained in this Prospectus Supplement and the accompanying Prospectus and, if given or made, such information
or representations must not be relied upon as having been authorized by the Republic or the Underwriters. This Prospectus
Supplement and the accompanying Prospectus do not constitute an offer to buy or a solicitation of an offer to sell any securities
in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus Supplement and the accompanying Prospectus nor any exchange, purchase or sale made hereunder
shall, under any circumstances, create any implication that the information in this Prospectus Supplement and the accompanying
Prospectus is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the Republic
since such date.

The Republic accepts responsibility for the information it has provided in this Prospectus Supplement and the Prospectus
and, after having taken all reasonable care and to the best of its knowledge, confirms that:

· the information contained in this Prospectus Supplement and the Prospectus is true and correct in all material respects
and is not misleading, and

· it has not omitted other facts the omission of which makes this Prospectus Supplement and the Prospectus as a whole
misleading.

The Notes are debt securities of the Republic, which are being offered under the Republic's registration statement
no. 333-163821 filed with the U.S. Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of
1933, as amended. This Prospectus Supplement and the Prospectus are part of the registration statement. The Prospectus
provides you with a general description of the securities that the Republic may offer, and this Prospectus Supplement contains
specific information about the terms of the Notes. This document also adds, updates or changes information provided or
incorporated by reference in the Prospectus. Consequently, before you decide to participate in the offering, you should read this
Prospectus Supplement together with the Prospectus as well as the documents incorporated by reference in the Prospectus
Supplement and Prospectus.

A decision to participate or not participate in the offering will involve certain risks. It is important that you read "Risk
Factors" beginning on page S-14 of this document.

None of this Prospectus Supplement, the Prospectus nor any document incorporated by reference are intended to provide
the basis of any credit or other evaluation and should not be considered as a recommendation by any of South Africa or the
Underwriters that any recipient of this Prospectus Supplement, the Prospectus or any document incorporated by reference
should purchase Notes.

You must comply with all laws that apply to you in any place in which you possess this Prospectus Supplement and the
accompanying Prospectus. You must also obtain any consents or approvals that you need in order to purchase Notes. Neither
the Republic nor the Underwriters is responsible for your compliance with these legal
S-2
Table of Contents
requirements. It is important that you read "Jurisdictional Restrictions" beginning on page S-33 of this Prospectus Supplement.

The Republic has prepared the offering and is solely responsible for its contents. You are responsible for making your own
examination of the Republic and your own assessment of the merits and risks of purchasing Notes pursuant to the offering. By
purchasing Notes, you will be deemed to have acknowledged that:

· you have reviewed the offering;

· you have had an opportunity to request and review any additional information that you may need; and

· the Underwriters are not responsible for, and are not making any representation to you concerning, the accuracy or
completeness of the offering.

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The Republic and the Underwriters are not providing you with any legal, business, tax or other advice in the offering. You
should consult with your own advisors as needed to assist you in making your investment decision and to advise you whether
you are legally permitted to purchase Notes.

As used in this Prospectus Supplement, "business day" means any day other than a Saturday, a Sunday or a legal holiday or
a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City or London.

In this Prospectus Supplement, all amounts are expressed in South African Rand ("R", "Rand" or "rand") Euros ("" or
"euros"), Japanese yen ("¥") or U.S. dollars ("US$", "$" or "dollars"), except as otherwise specified.

References in this Prospectus Supplement to fiscal years are to the Republic's fiscal year beginning April 1 and ending
March 31. For example, the 2011 fiscal year refers to the fiscal year beginning April 1, 2010 and ending March 31, 2011.

The South African government is a foreign sovereign government. Consequently, it may be difficult for investors to obtain
or realize upon judgments of courts in the United States against the South African government. The South African government
will irrevocably submit to the jurisdiction of the Federal and State courts in The City of New York, and will irrevocably waive
any immunity from the jurisdiction (including sovereign immunity but not any immunity from execution or attachment or
process in the nature thereof) of such courts and any objection to venue, in connection with any action arising out of or based
upon the Notes brought by any holder of Notes. The South African government reserves the right to plead sovereign immunity
under the U.S. Foreign Sovereign Immunities Act of 1976 (the "Immunities Act") with respect to actions brought against it
under United States federal securities laws or any state securities laws. In the absence of a waiver of immunity by the South
African government with respect to such actions, it would not be possible to obtain a U.S. judgment in such an action against
the South African government unless a court were to determine that the South African government is not entitled under the
Immunities Act to sovereign immunity with respect to such action. Enforceability in South Africa of final judgments of
U.S. courts obtained in actions predicated upon the civil liability provisions of the United States federal securities laws is
subject, among other things, to the absence of a conflicting judgment by a South African court or of an action pending in South
Africa among the same parties and arising from the same facts and circumstances and to the South African courts'
determination that the U.S. courts had jurisdiction, that process was appropriately served on the defendant and that enforcement
would not violate South African public policy. In general, the enforceability in South Africa of final judgments of U.S. courts
obtained other than by default would not require retrial in South Africa. In original actions brought before South African courts,
there is uncertainty as to the enforceability of liabilities based on the United States federal securities laws. The South African
courts may enter and enforce judgments in foreign currencies. See "Description of Debt Securities -- Governing Law; Consent
to Service" in the Prospectus.

In connection with the issue of the Notes, the Underwriters or any person acting for the Underwriters may over-allot or
(provided that the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount
of the Notes) effect transactions with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However there is no assurance that the Underwriters (or any person acting on behalf of the Underwriters) will
undertake such stabilizing action. Any stabilizing action may begin on or after the date on which adequate public disclosure of
the terms of the offer of the Notes is made and, if
S-3
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begun, may be ended at any time, but it must end at no later than the earlier of 30 days after the issue of the Notes and 60 days
after the date of allotment of the Notes.

This Prospectus Supplement and the Prospectus have been sent to you in an electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently neither the Republic nor the Underwriters or any person who controls an Underwriter or any director, officer,
employee or agent of the Underwriters or any affiliate of such person will accept any liability or responsibility whatsoever in
respect of any difference between the Prospectus Supplement and the Prospectus distributed to you in electronic format and the
Prospectus Supplement and the Prospectus in their original form.

The distribution of this Prospectus Supplement and the accompanying Prospectus and the offering of the Notes in
certain jurisdictions is restricted by law. Persons who acquire this Prospectus Supplement and the accompanying
Prospectus are required by the Republic and the Underwriters to inform themselves about, and to observe, any such
restrictions. See "Jurisdictional Restrictions" in this Prospectus Supplement.

We expect that delivery of the Notes will be made on or about the date specified on the cover page of this
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Prospectus Supplement, which will be the fifth business day following the date of this Prospectus Supplement. Under
Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle
in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, the purchasers who
wish to trade the Notes on the date of this Prospectus Supplement or the next three succeeding business days will be
required to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of
the Notes who wish to trade the Notes on the date of this Prospectus Supplement or the next three succeeding business
days should consult their own advisor.
S-4
Table of Contents

FORWARD-LOOKING STATEMENTS

This Prospectus Supplement and the Prospectus contain certain forward-looking statements within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended. Statements that are not historical facts, including statements with
respect to certain of the expectations, plans and objectives of South Africa and the economic, monetary and financial conditions
of the Republic, are forward-looking in nature. These statements are based on current plans, estimates and projections, and
therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date that they are
made, and South Africa undertakes no obligation to publicly update any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. South Africa cautions you that a number of important
factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors
include, but are not limited to:

· external factors, such as interest rates in financial markets outside South Africa and social and economic conditions in
South Africa's neighbors and major export markets; and

· internal factors, such as general economic and business conditions in South Africa, present and future exchange rates of
the Rand, foreign currency reserves, the ability of the South African government to enact key reforms, the level of
domestic debt, domestic inflation, the level of foreign direct and portfolio investment and the level of South African
domestic interest rates.
S-5
Table of Contents

OVERVIEW OF THE ISSUE

This Prospectus Supplement and the accompanying Prospectus contain information that should be read carefully before
any decision is made with respect to the offering. Any decision to invest in the Notes by an investor should be based on
consideration of the Prospectus Supplement and the accompanying Prospectus as a whole. You should read the entire
Prospectus Supplement and the accompanying Prospectus carefully. The following overview is qualified in its entirety by
reference to, and should be read in connection with, the information appearing elsewhere or incorporated by reference in this
Prospectus Supplement and the Prospectus. Each of the capitalized terms used in this overview and not defined herein has the
meaning set forth elsewhere in this Prospectus Supplement. Following the implementation of the relevant provisions of the
Prospectus Directive in each member state of the European Economic Area (each a "Member State"), no civil liability will
attach to the Republic in any such Member State solely on the basis of this overview, including any translation thereof, unless it
is misleading, inaccurate or inconsistent when read together with other parts of this Prospectus Supplement and the
Prospectus. Where a claim relating to the information contained in the Prospectus Supplement or the accompanying Prospectus
is brought before a court in a Member State, the plaintiff may, under the national legislation of the Member State where the
claim is brought, be required to bear the costs of translating the Prospectus Supplement and the accompanying Prospectus
before the legal proceedings are initiated.

This section provides information that supplements the information about South Africa that is included in South Africa's
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Annual Report on Form 18-K, as amended, which was filed with the Commission on December 9, 2010 ("Annual Report"). To
the extent that the information in this section differs from the information contained in South Africa's Annual Report, you
should rely on the information in this section.

On December 9, 2010, the South African Reserve Bank released its December 2010 Quarterly Bulletin ("December
Quarterly Bulletin") and on February 23, 2011, the South African National Treasury released its 2011 Budget Review ("Budget
Review"). South Africa filed both the December Quarterly Bulletin and the Budget Review with the Commission on March 1,
2011 under cover of Form 18-K/A ("Amendment No. 1"), which is incorporated by reference into this Prospectus Supplement
and the Prospectus. You should read the December Quarterly Bulletin and the Budget Review in conjunction with the other
information appearing elsewhere in this Prospectus Supplement and the Prospectus.

The Issuer

South Africa has been an established constitutional democracy since 1994, when it held its first fully democratic national
elections. South Africa has the most developed economy in sub-Saharan Africa, and accounts for one-third of the aggregate
gross domestic product ("GDP") of sub-Saharan Africa. The major strengths of the South African economy are its services and
manufacturing sectors, its strong physical and economic infrastructure and its abundant natural resources, including gold,
platinum group metals and coal.

The world economy continued to recover from the severe recession throughout 2010, with emerging-market economies
leading in performance. South Africa suffered in the aftermath of the recession, but its longstanding economic policies, healthy
public finances and sound banking system helped maintain low fiscal debt levels and insulated South Africa from the worst
effects of the global recession.

South Africa's economy gained strength in the first half of 2010 with a slight deceleration in the third quarter, due mostly
to automotive related industries reducing output and a lengthy strike in the public sector. By contrast, mining and agricultural
production recovered, capital spending by the private sector increased and interest rates remained low during the third quarter.

South Africa's real GDP increased by 4.6% in the first quarter of 2010, by 2.8% in the second quarter, and 2.6% in the
third quarter. Overall, despite a moderation of real GDP growth in the third quarter of 2010, the level of gross domestic
production in the first three quarters of 2010 was 2.5% higher than in the corresponding period of 2009.

In accordance with the projections in the 2011-2012 National Budget ("2011-2012 National Budget") released on
February 23, 2011, the National Government projects real GDP growth of 3.4% in 2011, increasing to 4.4% in 2013. This
improved outlook is based on an assumption of expansionary fiscal and financial policies, lower inflation, high commodity
prices and an upturn in global demand.
S-6
Table of Contents
After a severe decline in employment in 2009 and early 2010, the labor market has started to show signs of recovery.
According to Statistics South Africa (Stats SA), about 120,000 formal non-agricultural jobs were created between October and
December 2010. Unemployment fell from 25.3% in the third quarter of 2010 to 24% in the fourth quarter. The 2011-2012
National Budget sets forth a job creation goal of 5 million jobs over the next decade.

Consumer price inflation ("CPI inflation") declined from a peak of 13.6% in August 2008 to 3.2% in September 2010 as
gas prices fell and food prices moderated, but health, education and administered prices remained above the inflation target set
by the South African Reserve Bank ("SARB"). Weak domestic demand combined with the recovery in the Rand also dampened
price pressures. CPI inflation is expected to rise to 5.5% by 2013.

The projected budget deficit in 2010-2011 is R142.4 billion or 5.3% of GDP. The National Government projects that the
budget deficit for 2013-2014 will be 3.8% of GDP due to strengthening economic growth and a recovery in tax revenue.
National government net loan debt is projected to rise from R526 billion in 2009-2010 to over R1.4 trillion in 2013-2014.
Public spending is projected to grow at 2.8% per year in real terms compared with average annual growth of 7.2% from fiscal
2005 to fiscal 2008.

The following table shows the National Government's consolidated revenue and expenditure for 2010-2011 and the next
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three years, as set forth in the 2011-2012 National Budget.

Consolidated Government Revenue and Expenditure(1)

2010/11

2011/12

2012/13

2013/14

Revised

% of

Budget

% of

Budget

% of

Budget

% of

estimate

total

estimate

total

estimate

total

estimate

total

Revenue

Current revenue
754,828.9 100.0% 824,347.9 100.0% 908,632.8 100.0% 1,017,097.5 100.0%
Tax revenue (net of SACU)
691,116.7 91.5% 758,773.7 92.0% 837,085.0 92.1%
937,731.5 92.2%
Non-tax revenue
63,712.2
8.4% 65,574.3
8.0% 71,547.8
7.9%
79,366.0
7.8%
Sales of capital assets

194.2
0.0%
118.5
0.0%
81.2
0.0%
89.5
0.0%

Total revenue
755,023.1 100.0% 824,466.5 100.0% 908,713.9 100.0% 1,017,187.1 100.0%
Expenditure

Economic classification

Current payments
534,071.7 59.5% 587,702.4 60.3% 635,952.9 60.6%
684,638.5 60.7%
Compensation of employees
314,157.2 35.0% 338,572.0 34.7% 357,925.5 34.1%
380,229.0 33.7%
Goods and services
148,378.3 16.5% 164,622.7 16.9% 177,866.6 15.9%
190,702.9 16.9%
Interest and rent on land
71,536.2
8.0% 84,507.6
8.7% 100,160.9
9.5%
113,706.7 10.1%
Transfers and subsidies
282,269.1 31.5% 315,097.1 32.3% 340,806.2 32.5%
363,098.8 32.2%
Municipalities
66,788.2
7.4% 74,976.1
7.7% 82,028.7
7.8%
88,040.3
7.8%
Departmental agencies and accounts
11,539.4
1.3% 13,751.4
1.4% 14,405.9
1.4%
14,588.6
1.3%
Universities and technikons
17,855.5
2.0% 19,636.6
2.0% 20,963.6
2.0%
22,370.9
2.0%
Foreign governments and international
organizations

1,760.4
0.2%
1,950.1
0.2%
2,220.2
0.2%
2,357.2
0.2%
Public corporations and private enterprises 25,661.5
2.9% 30,270.7
3.1% 32,070.7
3.1%
32,937.2
2.9%
Non-profit institutions
21,673.6
2.4% 23,057.8
2.4% 24,604.8
2.3%
25,151.3
2.2%
Households
136,990.6 15.3% 151,454.4 15.5% 164,512.4 15.7%
177,653.3 15.7%
Payments for capital assets
59,781.4
6.7% 71,608.3
7.3% 73,409.8
7.0%
80,656.2
7.1%
Building and other fixed structures
46,025.8
5.1% 57,200.4
5.9% 58,918.4
5.6%
65,817.9
5.8%
Machinery and equipment
12,297.7
1.4% 13,120.0
1.3% 13,438.1
1.3%
13,813.7
1.2%
Land and sub-soil assets

195.5
0.0%
237.4
0.0%
193.5
0.0%
228.3
0.0%
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Table of Contents

2010/11

2011/12

2012/13

2013/14

Revised
% of

Budget
% of

Budget
% of

Budget

% of

estimate

total

estimate

total

estimate

total

estimate

total

Software and other intangible assets

1,142.8
0.1%
991.7
0.1%
837.8
0.1%
773.2
0.1%
other assets(2)

119.7
0.0%
58.8
0.0%
22.0
0.0%
23.0
0.0%
Payments for financial assets

21,254.2
2.4%
767.1
0.1%
8.0
0.0%
4.5
0.0%

Subtotal: Economic classification
897,376.4 100.0% 975,174.9 100.0% 1,050,176.9 100.0% 1,128,398.0 100.0%

Functional classification

General public services(3)
117,895.1 13.1% 131,976.8 13.5%
147,525.3 14.0%
164,886.6 14.6%
of which: State debt cost

66,570.4
7.4%
76,578.7
7.9%
90,807.7
8.6%
104,036.2
9.2%
Defense

33,958.2
3.8%
38,435.9
3.9%
41,352.4
3.9%
43,894.7
3.9%
Public order and safety

84,049.8
9.4%
90,904.0
9.3%
97,856.1
9.3%
104,555.3
9.3%
Police services

55,950.1
6.2%
60,691.3
6.2%
64,847.3
6.2%
69,604.7
6.2%
Law courts

12,912.3
1.4%
13,711.7
1.4%
15,269.7
1.5%
16,196.7
1.4%
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Prisons

15,187.4
1.7%
16,501.0
1.7%
17,739.2
1.7%
18,754.0
1.7%
Economic affairs
140,319.0 15.6% 130,538.2 13.4%
140,143.9 13.3%
149,193.6 13.2%
General economic, commercial and labor
affairs

16,948.3
1.9%
19,125.4
2.0%
19,804.5
1.9%
20,523.7
1.8%
Agriculture, forestry, fishing and hunting
16,303.1
1.8%
19,015.3
1.9%
20,178.8
1.9%
21,033.1
1.9%
Fuel and energy

27,560.4
3.1%
7,894.9
0.8%
7,538.9
0.7%
6,342.7
0.6%
Mining, manufacturing and construction

5,530.3
0.6%
5,954.2
0.6%
6,446.4
0.6%
6,578.9
0.6%
Transport

60,521.9
6.7%
65,583.9
6.7%
72,812.9
6.9%
79,791.2
7.1%
Communication

3,296.6
0.4%
3,200.6
0.3%
2,734.0
0.3%
2,960.0
0.3%
Economic affairs not elsewhere classified
10,158.4
1.1%
9,763.9
1.0%
10,628.4
1.0%
11,964.0
1.1%
Environmental protection

4,745.1
0.5%
6,019.2
0.6%
5,740.3
0.5%
6,159.2
0.5%
Housing and community amenities
102,861.0 11.4% 121,921.4 12.5%
130,352.9 12.4%
138,376.8 12.3%
Housing development

22,530.0
2.5%
27,592.8
2.8%
30,842.1
2.9%
32,557.4
2.9%
Community development

48,356.1
5.4%
53,937.8
5.5%
59,582.6
5.7%
63,466.2
5.6%
Water supply

31,174.8
3.5%
40,390.8
4.1%
39,928.2
3.8%
42,353.3
3.8%
Health
102,522.2 11.4% 112,574.8 11.5%
120,641.0 11.5%
127,394.4 11.3%
Recreation and culture

6,351.4
0.7%
6,351.7
0.7%
6,580.8
0.6%
6,919.1
0.6%
Education
172,713.2 19.2% 189,522.7 19.4%
201,349.3 19.2%
215,121.1 19.1%
Social protection
132,761.3 14.8% 146,930.1 15.1%
158,634.8 15.1%
171,897.2 15.2%
Subtotal: Functional classification
897,376.4 100.0% 975,174.9 100.0% 1,050,176.9 100.0% 1,128,398.0 100.0%

Plus:

Contingency reserve

--
--
4,090.4
--
11,405.4
--
23,375.2
--

Total consolidated expenditure
897,376.4
-- 979,265.3
-- 1,061,582.3
-- 1,151,773.2
--
Consolidated budget balance
(142,353.3)
(154,798.8)
(152,868.3)
(134,586.1)

Notes: --

(1) Consisting of national and provincial government, social security funds and selected public entities. Refer to Annexure W2
for a detailed list of entities included. In some cases, figures were estimated by the National Treasury and may differ from
data published by Statistics South Africa and the Reserve Bank.
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(2) Includes biological, heritage and specialized military assets.

(3) Mainly general administration, cost of raising loans and unallocatable capital expenditure.

State-Owned Entities

Investment in energy, rail, roads, ports and other infrastructure remains a cornerstone of the National Government's
economic strategy. Over the fiscal 2011 -- 2015 period, estimated capital expenditure by the major state-owned entities
("SOEs") amounts to R623.6 billion. This estimate is 10.9% lower than previously published figures as a result of revisions to
capital expenditure estimates. Contract prices have fallen somewhat and some projects were delayed as a result of a slowdown
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in demand due to the recession.

The capital expenditure programs and refinancing needs of major SOEs will be financed through internally generated
resources, government funding and a mixture of long-term and short-term borrowing in the domestic and foreign markets. In
fiscal 2012, 44.3% of the borrowing requirement of these entities and development finance institutions, which totals
R106.3 billion, will be raised through international funding sources.

To reduce borrowing costs and ease pressure on the domestic market, the National Treasury provides support to SOEs in
accessing financing from multilateral organizations and export credit agencies, and through project financing arrangements.
The National Government has helped to coordinate SOEs' debt issuances to prevent market crowding. The National
Government will continue to issue bonds against which SOEs' issuances are benchmarked.

The National Government is committed to ensuring that the capital investment programs of SOEs remain on course, while
working to strengthen the management and oversight of these entities. The current status of the financing and National
Government guarantees for the more significant SOEs is set out below.

Eskom

Over the next five years it is projected that Eskom will spend approximately R421.6 billion, primarily to increase power
generation capacity. In February 2009, the National Government approved guarantees totalling R176 billion to support
construction of new power plants. In October 2010, the guarantee was increased by R174 billion, bringing the total to
R350 billion. The additional state support has led to the cancellation of an Eskom credit watch. Part of the increase in the
guarantee was precautionary, aimed at ensuring more rapid progress on urgent projects through 2017, including the completion
of the 4,800MW coal-fired Kusile power station (projected to cost R142 billion) and the 4,788MW coal-fired Medupi power
station (projected to cost R125 billion). Eskom is now able to borrow with a mix of unsecured and secured debt instruments. In
January 2011, Eskom issued 10-year unsecured notes amounting to US$1.8 billion in the global capital markets.

Transnet

Over the next five years it is projected that Transnet will spend approximately R93.2 billion, primarily to fund investments
in ports and transport infrastructure. The major investments include the construction of a multi-product pipeline with capacity
of 8.7 billion liters per year (projected to cost R23.4 billion) and an upgrade of an iron ore pipeline, which will transport
60 million tons per year (projected to cost R11.6 billion).

Guarantees to Transnet were provided in 1998 (R3.5 billion) and 2004 (R6 billion) to enable financing of capital
expenditure projects. Transnet has a US$2 billion Global Medium-Term Note Program ("GMTN") on the London Stock
Exchange, which enables Transnet to issue notes in either the United States or the European debt capital markets.

South African Airways (Proprietary) Limited

Although no additional support was required during 2010, the National Government restructured the R1.6 billion perpetual
guarantee provided to South Africa's flagship carrier, South African Airways ("SAA"), in 2009 to provide security required by
international air services licensing councils for tickets purchased in advance.
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Denel

In 2010, the National Government extended Denel's R1.9 billion of existing guarantees to 2011. Of the eight business
units, four are profitable. The National Government is working with Denel to find a way for loss-making entities such as Denel
Saab Aerostructures, Denel Dynamics and Rooivalk to become sustainable.

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The South African Broadcasting Corporation

The National Government granted a R1.473 billion guarantee to the South African Broadcasting Corporation ("SABC")
supporting a R1.0 billion term loan facility with Nedbank Limited concluded in December 2009. The Ministers of
Communications and Finance have established a task team to oversee a turnaround at the SABC and ensure adherence to
guarantee conditions.

DBSA

The National Government has committed to increase Development Bank of Southern Africa's ("DBSA") callable capital
by R15.2 billion to R20.0 billion, expanding its lending capacity to R140.0 billion. A legislative amendment will effect this
change. Government is also exploring ways to reduce the DBSA's exposure when lending to municipalities that are credit risks.

Land Bank

The improved financial performance of the Land Bank, which has a mandate to focus on development lending, was
reflected in its increase in profits from R168 million in fiscal 2009 to R379 million in fiscal 2010. The Land Bank is refocusing
to prioritize support for emerging farmers, and to increase South Africa's food and fiber production. The Land Bank is working
with the relevant national departments to implement a support program for emerging farmers, starting with those who cannot
service their Land Bank loans. During 2011-12, the Land Bank will receive a tranche amounting to R750 million, reducing its
extended guarantee to R1 billion. The intention is to complete the recapitalization over the next two years, eliminating the
guarantee. During 2010, the Land Bank successfully issued a 3-year floating rate note. The National Government will help the
Bank to access longer-term multilateral funding to extend its debt-maturity profile.

National Housing Finance Corporation

In March 2010, the National Government approved a request by the National Housing Finance Corporation ("NHFC") to
borrow the rand-denominated equivalent of 30 million from the European Investment Bank and 20 million from the Agence
Française de Développement. The Department of Human Settlements and the NHFC are investigating a mortgage default
insurance program, backed by a R1 billion government guarantee. The National Treasury is considering a reclassification under
the Public Finance Management Act that would allow the NHFC to borrow.

Industrial Development Corporation Limited

The Industrial Development Corporation Limited ("IDC") focuses on supporting industrial development. The IDC plans to
invest more than R70 billion to fund industrial and business development over the next five years, with R10 billion set aside for
projects with high job-creation potential. The IDC will also continue to assist selected businesses that are in distress as a result
of the recent recession through the R6.1 billion fund announced in 2009 (R2.9 billion in 2009-2010 and R3.2 billion in
2010-2011). By the end of 2010, the IDC had committed R3.6 billion to 66 businesses under this program, with an estimated
23,322 jobs saved as a result.
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The Offering

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